annual report 2015 - Berjaya Corporation Berhad

Transcription

ANNUAL
REPORT
2015
The corporate logo comprises the word BERJAYA in gold and a symbol made up of closely
interwoven Bs in rich cobalt blue with gold lining around the circumference and a gold
dot in the centre.
BERJAYA means “success” in Bahasa Malaysia and reflects the success and Malaysian
character of Berjaya Corporation’s core businesses. The intertwining Bs of the symbol
represent our strong foundations and the constant synergy taking place within the Berjaya
Corporation group of companies. Each B faces a different direction, depicting the varied
strengths of the companies that make up the Berjaya Corporation group of companies.
OUR MISSION AND VISION
To generate consistently profitable returns for our shareholders from investments in core business activities:
• By providing direction, financial resources and management support for each operating unit;
• Through establishing a major market presence for each activity;
• Through dynamic and innovative management, teamwork and a commitment to excellence.
CONTENTS
01
Corporate Profile
39
Audit Committee Report
02
Corporate Information
43
Financial Statements
03
Profile of Directors
145 List of Major Properties
07
Chairman’s Statement
145 Material Contracts
20
Group Financial Summary
145 Additional Information
22
Group Financial Highlights
23
Management Discussion & Analysis
146 Recurrent Related Party Transactions
of a Revenue or Trading Nature
27
Corporate Structure
148 Statement of Directors’ Shareholdings
28
Statement on Corporate Governance
150 Statistics on Shareholdings
37
Statement on Risk Management
and Internal Control
153 Notice of Annual General Meeting
A customer service staff attending
to a Toto customer.
Form of Proxy
A Toto draw in progress.
CORPORATE PROFILE
Berjaya Sports Toto Berhad (“BToto”) was incorporated in 1969 as Unilite Electrical Industries Berhad.
The Company changed its name to Far East Asset Berhad in 1987. On 31 October 1992, the Company
completed its acquisition of the entire issued and paid-up share capital of 112,522,500 ordinary shares
of 50 sen each in Sports Toto Malaysia Sdn Bhd (“Sports Toto”) for a purchase consideration of RM600
million through an issue of RM390.97 million 9% nominal amount of RM1.00 Redeemable Convertible
Unsecured Loan Stocks 1992/97 in the Company and the balance in cash of RM209.03 million. On 17
May 1993, the Company was renamed Berjaya Sports Toto Berhad.
The core businesses of the Group are:
• operation of Toto betting under Section 5 of the Pool
Betting Act, 1967;
• leasing of online lottery equipment and provision of
software support;
• manufacture and distribution of computerised lottery and
voting systems; and
• motor retailing and provision of aftersales services.
The history of Sports Toto began in 1969 when it was
incorporated to run the Toto betting business. It was
essentially the Government’s effort to raise funds to promote
and develop sports, youth and cultural activities.
Sports Toto was privatised in 1985 when its then Chief
Executive Officer, Tan Sri Dato’ Seri Vincent Tan Chee Yioun,
through his private company acquired 70% of the paid-up
capital.
Sports Toto offers 7 games which are drawn 3 days a week.
Internationally, BToto operates in the Philippines through its
subsidiary Berjaya Philippines Inc. (“BPI”) which is listed on
the Philippine Stock Exchange. Its wholly-owned subsidiary,
Philippine Gaming Management Corporation, supplies and
maintains a computerised online lottery system and software
support to Philippine Charity Sweepstakes Office in Luzon
Island, Philippines. BPI through Perdana Hotel Philippines
Inc, runs and manages Berjaya Makati Hotel in Makati City,
Metro Manila, Philippines.
In the United Kingdom, BPI’s subsidiary, H.R. Owen Plc,
operates a number of luxury vehicle dealerships in the
prestige and specialist car market for both sales and
aftersales, predominantly in London.
In the U.S.A., BToto’s subsidiary, International Lottery &
Totalizator Systems, Inc. provides computerised wagering
equipment and systems to the online lottery and pari-mutuel
racing industries worldwide and voting jurisdictions in the
U.S.A.
The Group has a total employee strength of 1,394 as at 30
April 2015.
Sports Toto’s financial growth over the past 29 years after its privatisation in 1985 is highlighted below:
30.4.2015
(Million)
RM
Revenue
31.12.1985
(Million)
USD
RM
29 Years’
Annualised Increase
USD
(%)
3,232.2
911.8
76.0
21.3
143.2
Pre-tax Profit
477.2
134.6
5.0
1.4
325.7
Equity Funds
151.7
42.8
1.0
0.3
519.7
1,225.2
345.6
12.7
3.6
329.2
Total Assets
Exchange rate as at 30 April 2015 : USD1.00 : RM3.545
A H.R. Owen showroom in Pangbourne, West London.
A lotto sales counter at a shopping
centre in Manila, Philippines.
BERJAYA SPORTS TOTO BERHAD
(9109-K)
ANNUAL REPORT 2015
1
CORPORATE INFORMATION
BOARD OF DIRECTORS
AUDITORS
Chairman
Cheah Tek Kuang
Ernst & Young
Chartered Accountants
Level 23A, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
Chief Executive Officer
Dato’ Sri Robin Tan Yeong Ching
Executive Directors
Chan Kien Sing
Seow Swee Pin
REGISTERED OFFICE
Non Independent/Non-Executive Directors
Freddie Pang Hock Cheng
Dato’ Dickson Tan Yong Loong
Independent/Non-Executive Directors
Datuk Robert Yong Kuen Loke
Dato’ Oon Weng Boon
Lot 13-01A, Level 13 (East Wing)
Berjaya Times Square
No. 1 Jalan Imbi
55100 Kuala Lumpur
Tel : 03 - 2149 1999
Fax : 03 - 2143 1685
PRINCIPAL BANKERS
AUDIT COMMITTEE
Chairman/Independent Non-Executive Director
Cheah Tek Kuang
Malayan Banking Berhad
CIMB Bank Berhad
Independent/Non-Executive Directors
STOCK EXCHANGE LISTING
SECRETARIES
STOCK SHORT NAME
Su Swee Hong
(MAICSA No. 0776729)
BJTOTO (1562)
Tham Lai Heng, Michelle
(MAICSA No. 7013702)
PLACE OF INCORPORATION AND DOMICILE
Bursa Malaysia Securities Berhad Main Market
Malaysia
SHARE REGISTRAR
Berjaya Registration Services Sdn Bhd
Lot 06-03, Level 6 (East Wing)
No. 1 Jalan Imbi
55100 Kuala Lumpur
Tel : 03 - 2145 0533
Fax : 03 - 2145 9702
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ANNUAL REPORT 2015
PROFILE OF DIRECTORS
CHEAH TEK KUANG
DATO’ SRI ROBIN TAN YEONG CHING
68 years of age, Malaysian
Chairman
(Independent/ Non-Executive Director)
Chief Executive Officer
(Non-Independent)
He was appointed to the Board on 25 July 2012 as the
Chairman. He graduated with a Bachelor of Economics
(Honours) degree from the University of Malaya and
is a Fellow of the Institute of Bankers Malaysia. He was
appointed the Justice of Peace by His Royal Majesty the
Sultan of Selangor in 1999. He joined the AmBank Group in
1978 and he retired as the Group Managing Director on 1
April 2012.
He was appointed to the Board on 21 February 1998 as
an Executive Director and subsequently, was appointed
as the Chief Executive Officer of the Company on 21
December 2006. He graduated with a Bachelor of Social
Science degree in Accounting/Law from the University of
Southampton, United Kingdom, in 1995. He joined Berjaya
Group Berhad in 1995 as an Executive and subsequently
became the General Manager, Corporate Affairs in 1997.
Currently, he still continues to be active in the banking
industry and serves as a Non-Executive Director of AmBank
(M) Berhad, AmInvestment Bank Berhad and AmIslamic
Bank Berhad. Prior to joining the AmBank Group, he was
with Malaysian Industrial Development Authority.
He is presently a member of the Board of IOI Corporation
Berhad and UMW Oil & Gas Corporation Berhad. He
also holds directorships in Danajamin Nasional Berhad,
Cagamas Holdings Bhd and Eco World International Bhd.
He has also been appointed as a Governor of the Yayasan
Bursa Malaysia with effect from 14 April 2015.
Currently, he is the Chairman and Chief Executive Officer
of Berjaya Corporation Berhad and an Executive Director
of Sports Toto Malaysia Sdn Bhd. He is the Executive
Chairman of Berjaya Food Berhad and the Chairman of
Berjaya Media Berhad, Sun Media Corporation Sdn Bhd
and Informatics Education Limited, Singapore. He is also a
Director of Atlan Holdings Bhd, Berjaya Sompo Insurance
Berhad, Berjaya Golf Resort Berhad and KDE Recreation
Berhad. He also holds directorships in several other private
limited companies in the Berjaya Corporation group
of companies. He is also a Commission Member of the
Companies Commission of Malaysia.
Cheah Tek Kuang is the Chairman of the Audit Committee,
Remuneration Committee, Risk Management Committee
and Nomination Committee of the Company.
His cousin, Dato’ Dickson Tan Yong Loong, is also a member
of the Board while his father, Tan Sri Dato’ Seri Vincent Tan
Chee Yioun is a major shareholder of the Company.
Dato’ Sri Robin Tan Yeong Ching is a member of the
Remuneration Committee of the Company.
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ANNUAL REPORT 2015
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CHAN KIEN SING
SEOW SWEE PIN
(Non-Independent/ Executive Director)
(Non-Independent/ Executive Director)
He was appointed to the Board on 1 December 1992. He
is a member of The Malaysian Institute of Certified Public
Accountants and Malaysian Institute of Accountants.
Having articled with Messrs Peat Marwick Mitchell (now
known as KPMG) from 1975 to 1981, he subsequently joined
Arab-Malaysian Merchant Bank Berhad (now known as
AmInvestment Bank Berhad) specializing in corporate
finance until 1989 when he joined Berjaya Group Berhad.
He was appointed to the Board on 17 December 2007 as an
Executive Director. He is a member of the Malaysian Institute
of Certified Public Accountants, the Malaysian Institute
of Accountants and Certified Practising Accountants,
Australia. He has extensive working experience in auditing,
accounting, financial management and corporate
finance. He worked with Messrs Ernst & Young from 1976
to 1984 and was appointed as an Audit Manager in 1982.
Between 1984 and 1990, he held senior management
positions in several major public listed groups including
Group Financial Controller of Island & Peninsular Berhad,
Group Chief Accountant of Sime Darby Berhad and Group
Chief Accountant of Lion Corporation Berhad. He joined
Berjaya Land Berhad as General Manager (Finance) in
1991. In 1994, he was appointed as General Manager
(Finance & Operations) of Sports Toto Malaysia Sdn Bhd and
was subsequently promoted to Senior General Manager in
1996.
Currently, he is an Executive Director of Berjaya Corporation
Berhad and Berjaya Media Berhad. He is also the Managing
Director of Sun Media Corporation Sdn Bhd and a Director
of Berjaya Assets Berhad, 7-Eleven Malaysia Holdings
Berhad, Berjaya Capital Berhad, Berjaya Vacation Club
Berhad, Berjaya Group Berhad and International Lottery
& Totalizator Systems, Inc., United States of America. He
also holds directorships in several other private limited
companies.
Currently, he is also an Executive Director of Sports Toto
Malaysia Sdn Bhd and Chairman of Philippine Gaming
Management Corporation. He is also a Director of
Berjaya Philippines Inc. and several other private limited
companies.
Seow Swee Pin is a member of the Risk Management
Committee of the Company.
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ANNUAL REPORT 2015
FREDDIE PANG HOCK CHENG
DATO’ DICKSON TAN YONG LOONG
(Non-Independent/ Non-Executive Director)
(Non-Independent/ Non-Executive Director)
He was appointed to the Board on 1 December 1992.
He began his career with a predecessor firm of Messrs
Ernst & Young where he worked for seven years until 1982
during which he qualified for entry as a member of the
Malaysian Institute of Certified Public Accountants. He is
also a member of the Malaysian Institute of Accountants.
Thereafter, he joined the Corporate Advisory Department
of Malaysian International Merchant Bankers Berhad where
he was actively involved in a wide variety of corporate
exercises in an advisory capacity until his departure in
1990. He joined Berjaya Group of companies in October
1990 until his recent retirement as an Executive Director on
31 March 2015 and is currently a Non-Independent NonExecutive Director of the Company.
He was appointed to the Board on 15 March 2011. He
graduated with a Bachelor of Science (Honours) degree
in Business Management from King’s College, University of
London, United Kingdom, in 2002. He obtained a Master of
Science in Internal Auditing and Management from Cass
Business School, City University, United Kingdom, in 2003.
He is also the Chairman of Intan Utilities Berhad, a Director of
Berjaya Corporation Berhad and he also holds directorships
in several other private limited companies.
He started his career with CIMB Securities Sdn Bhd as an
Equities Analyst in 2004 and joined Dijaya Corporation
Berhad (now known as Tropicana Corporation Berhad) as
a Business Development Manager in 2005. He is presently
the Deputy Group Chief Executive Officer of Tropicana
Corporation Berhad (“Tropicana”) and is currently
overseeing group corporate strategy, marketing, planning
and risk management of the Tropicana group of companies.
He is also a Director of several other local and international
private limited companies involved in manufacturing,
services, media, leisure, retail, property development and
property investment.
He also holds directorships in Tropicana Golf & Country
Resort Berhad, Berjaya Corporation Berhad, Berjaya Land
Berhad and Berjaya Assets Berhad.
He is affiliated with certain non-profit organisations including
as a trustee of the Tropicana Foundation, a member of the
Kuala Lumpur Business Club and a member of the Malaysian
Institute of Management.
His cousin, Dato’ Sri Robin Tan Yeong Ching, is also a member
of the Board while his uncle, Tan Sri Dato’ Seri Vincent Tan
Chee Yioun is a major shareholder of the Company.
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ANNUAL REPORT 2015
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DATUK ROBERT YONG KUEN LOKE
DATO’ OON WENG BOON
He was appointed to the Board on 1 December 1992. He is
a Fellow member of The Institute of Chartered Accountants
in England and Wales and a member of The Institute of
Singapore Chartered Accountants and the Malaysian
Institute of Accountants. He is also a Council Member of
the Malaysian Institute of Certified Public Accountants and
presently serves as a member of its Executive Committee.
He has many years of working experience in the fields of
accounting, audit, treasury and financial management. He
started his career in London in 1973 and worked for more
than five years in chartered accounting firms in London.
Subsequently, he was with Price Waterhouse, Singapore
from 1979 to 1982. From 1983 to 1986, he served as Group
Finance Manager in UMW Holdings Berhad and Group
Treasurer in Edaran Otomobil Nasional Bhd. He joined
Berjaya Group of companies in 1987 until his retirement as
Executive Director on 30 November 2007 and is currently an
Independent Non-Executive Director of the Company.
He was appointed to the Board on 27 February 2014 as an
Independent Non-Executive Director. He graduated with a
Bachelor of Science (Hons) degree in Physics from University
of Science Malaysia. Upon graduation, he started his career
in real estate at Henry Butcher Lim & Long (North) Sdn Bhd in
1994 and was with them for six years as Marketing Manager.
During his tenure at Henry Butcher, he had gained solid
foundation and knowledge in the property industry that are
exclusive and localized according to various geographical
areas. Geared with vast hands-on experience, Dato’ Oon
went into property development in 2001.
He is also a Director of Berjaya Corporation Berhad, Berjaya
Land Berhad and Berjaya Assets Berhad.
Datuk Robert Yong Kuen Loke is a member of the Audit
Committee, Nomination Committee and Risk Management
Committee of the Company.
Save as disclosed, none of the Directors have:1. Any family relationship with any Director and/or
major shareholder of the Company;
2. Any conflict of interest with the Company; and
3. Any convictions for offences within the past 10
years other than traffic offences.
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ANNUAL REPORT 2015
Dato’ Oon founded Island LandCap Properties Group Sdn
Bhd and Island LandCap Construction Sdn Bhd in 2001 and
is presently the Executive Chairman and Chief Executive
Officer of the companies respectively (or “ILCP Group”).
ILCP Group is principally involved in property development
and construction. As Executive Chairman and Chief
Executive Officer of the said companies, he is actively
involved in all aspects of management and operations of
the ILCP Group to ensure higher and sustainable growth
are achieved continuously so as to meet the long-term
goals of the Group.
Dato’ Oon is also a Vice President (2012-2015) for Penang
Chinese Chamber of Commerce (“PCCC”) and Advisor
to PCCC, Young Entrepreneur Section (2012-2015). At the
national level, Dato’ Oon has been appointed as Advisor
to the Associated Chinese Chambers of Commerce and
Industry of Malaysia (ACCCIM), Young Entrepreneurs
Committee (2013-2015).
Dato’ Oon Weng Boon is a member of the Audit Committee,
Nomination Committee, Remuneration Committee and
Risk Management Committee of the Company.
CHAIRMAN’S STATEMENT
On behalf of the Board of Directors of Berjaya Sports Toto Berhad (“BToto”), I am pleased
to present to you the Annual Report and Audited Financial Statements for the financial
year ended 30 April 2015.
FINANCIAL RESULTS
For the financial year under review, the Group registered an
increase in revenue of 21.8% to RM5.29 billion from RM4.34
billion in the previous financial year mainly due to the
consolidation of H.R. Owen Plc’s (“H.R. Owen”) 12-month
revenue contribution in the financial year under review,
compared to only 6 months’ results consolidated in the
previous financial year. Group pre-tax profit increased by
4.8% to RM534.0 million from RM509.7 million in the previous
financial year, mainly attributed to the refund of RM18
million stamp duty pursuant to the rescission of the share
purchase agreement following the aborted listing of Sports
Toto Malaysia Trust on the Singapore Exchange Securities
Trading Limited.
DIVIDEND
For the financial year ended 30 April 2015, BToto had
declared and paid four interim dividends of an aggregate
of 21.5 sen single tier exempt dividend. The total dividend
distribution for the financial year ended 30 April 2015 was
approximately RM289.3 million, representing about 80.0%
of the attributable profit of the Group for the financial year
ended 30 April 2015.
SIGNIFICANT CORPORATE DEVELOPMENTS
1.
On 5 January 2015, BToto announced that its subsidiary,
International Lottery & Totalizator Systems, Inc. (“ILTS”),
A Sports Toto outlet.
merged with its wholly-owned subsidiary, Delaware
International Lottery & Totalizator Systems, Inc. (“ILTS
Delaware”). As a result of the merger, ILTS Delaware
is the surviving corporation and changed its name to
International Lottery & Totalizator Systems, Inc. (“ILTS”).
Following the merger and the completion of a reverse
stock split of the common stock of ILTS, Berjaya Lottery
Management (HK) Limited, a wholly-owned subsidiary
of BToto, became the sole shareholder of ILTS.
2.
On 17 August 2015, BToto announced that Berjaya
Philippines Inc.’s (“BPI”) wholly-owned subsidiary,
Philippine
Gaming
Management
Corporation
(“PGMC”), entered into a Supplemental and
Status Quo Agreement with the Philippine Charity
Sweepstakes Office (“PCSO”) for maintaining the status
quo of PGMC’s leasing of online lottery equipment and
provision of software support to PCSO for a period of
three years from 22 August 2015 to 21 August 2018.
REVIEW OF OPERATIONS
Malaysia
Despite the continued challenging economic and
regulatory environment, BToto’s principal subsidiary,
Sports Toto Malaysia Sdn Bhd (“Sports Toto”), continued to
remain the market leader among all the Number Forecast
Operators (“NFO”) in the country in terms of total revenue
for the financial year under review.
ILTS’ point-of-sale terminals.
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ANNUAL REPORT 2015
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The reception lobby of Berjaya Makati Hotel, Metro Manila.
During the financial year under review, the highest
jackpot winning among the games offered was Supreme
Toto 6/58’s RM40.6 million, followed by Power Toto 6/55’s
RM25.7 million. A popular Jackpot game among betting
customers, Toto 4D Jackpot recorded the most frequent
winnings. Its first prize (Jackpot 1) of RM19.1 million was the
highest among the 11 first prizes won in its category during
the financial year under review.
Game enhancements introduced in May 2014 featuring
“i-Perm” play in Toto 5D, “i-System” play in Toto 4D
Jackpot and “EZ-Bet System” play in Lotto games have
yielded increased fun and winning chances with more
combinations, making it more affordable for customers.
New features including roll-bet types in Toto 4D, repeat
bet for Toto 4D i-Perm and Toto 5D i-Perm, multiple draws
for 2D bar code replay and other enhanced promotional
features were introduced in November 2014.
Sports Toto launched a new Lotto game, Grand Toto 6/63,
in March 2015 replacing Mega Toto 6/52. The Grand Toto
6/63 is similar to its counterparts within the Lotto range,
except that it has a bigger matrix of 63 numbers and
offers four bigger prize groups with its Jackpot (first prize)
starting at an attractive upfront amount of RM15 million. It
is envisaged that the new Lotto game would refresh and
bring about more excitement and fun to boost and sustain
customers’ interest over a longer term.
As part of its continued initiatives to enhance customer
experience and information flow, digital signages were
installed strategically on a pilot basis at selected sale
outlets. Introduction of a mobile website with more userfriendly features was made in May 2015, in addition to its
existing mobile application.
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ANNUAL REPORT 2015
A H.R. Owen showroom in Berkshire, England.
In line with the implementation of the Malaysian Goods
& Services Tax (“GST”) effective 1 April 2015, Sports Toto
successfully embraced GST in its business and operating
systems including all its sale outlets’ point-of-sale systems
(‘POS’) nationwide.
The Philippines
BPI’s main subsidiaries comprise PGMC, H.R. Owen and
Perdana Hotel Philippines Inc. (“PHPI”).
PGMC which operates the business of leasing online lottery
equipment and providing software support to PCSO had
a total of 4,347 lottery terminals installed at 3,948 outlets
in the Luzon Island as of 30 April 2015. PCSO introduced
a new Lotto game, UltraLotto 6/58, in February 2015 with
the aim of generating more excitement and fun within the
Lotto categories, thus attracting more customers.
H.R. Owen, a luxury motor retailer, operates a number
of vehicle franchises in the prestige and specialist car
market for both sales and aftersales, predominantly in
London, UK. During the financial year under review, H.R.
Owen completed its acquisition of the Bentley business
in Hertfordshire to enhance its brand representation and
operational synergies.
PHPI operates the Berjaya Manila Hotel located in Makati
City, Metro Manila. For the financial year under review, its
hotel room occupancy rate improved from an average of
58% to 66%, compared to the previous financial year. The
hotel also underwent a series of preventive maintenance
and refurbishment exercises to further enhance its image
and product quality.
Outdoor advertising for a new Papa John’s outlet in PJ
Banawe, Quezon City, Metro Manila.
Its associated company, Berjaya Pizza Philippines Inc.
(“BPPI”), which is the franchisee for Papa John’s Pizza,
expanded its operations to 18 restaurant-based pizza
stores in Metro Manila in the financial year under review
compared to 16 restaurants in the previous financial year.
Its revenue increased to Peso197.2 million for the financial
year under review compared to Peso188.0 million in the
previous financial year due to an increase in the number
of stores within Metro Manila. Loss after tax decreased to
Peso116.6 million compared to Peso139.0 million in the
previous financial year mainly due to lower operating
expenses.
Its other associated company, Berjaya Auto Philippines
(“BAP”), a distributor for Mazda brand vehicles in the
Philippines, reported a higher revenue of Peso3.5 billion
compared to Peso2.4 billion in the previous financial
year. The increase of 45.3% was due to a higher volume
of units sold. Profit after tax increased to Peso231.4 million
compared to Peso110.5 million in the previous financial
year mainly due to the increase in revenue.
The United States of America
For the financial year under review, its voting business
segment, Unisyn Voting Solutions, Inc. (“Unisyn”), a whollyowned subsidiary of ILTS, recorded a higher revenue as it
secured additional sales of its OpenElect® voting system
and products (“OpenElect® Suites”) in the states of Arizona,
Indiana, Iowa, Kansas, Missouri, Tennessee, Utah and
Virginia. Unisyn currently has more than 3,200 OpenElect®
A Mazda showroom in North Edsa, Quezon City,
Metro Manila.
voting systems and products installed and used in the
elections of over 10,000 precincts in 110 counties throughout
Arizona, Indiana, Iowa, Kansas, Missouri, Tennessee, Utah
and Virginia in the U.S.
Unisyn is one of the few companies which have received
the 2005 Voluntary Voting System Guidelines Certification
of the U.S. Election Assistance Commission (“EAC”) for its
OpenElect® Suites. The OpenElect® Suites had received
additional federal certification upgrades from the EAC,
as well as state certifications from Missouri, Iowa, Virginia,
Indiana, Tennessee, Ohio, Kansas, Arizona and Utah. Unisyn
continues with its certification processes in selected states
to support its sales and marketing activities. Unisyn also
provides technical election support to Los Angeles County,
the largest voting jurisdiction in the U.S. with a voting age
population of more than 5.5 million.
The OpenElect® Suites include OpenElect® Voting Optical
Scan, OpenElect® Optical Voting Interface, OpenElect®
Central Scan and the OpenElect® Central Suite.
ILTS is a leading supplier of lottery systems with installations
worldwide. ILTS offers the entire spectrum of lottery products
and services including gaming system software, agent
terminals, data communications, consulting, training,
facilities management and maintenance support. After
more than 3 decades of operations, ILTS has provided
lottery systems with installations worldwide to more than 28
customers in more than 22 countries on 6 continents and
delivered more than 65,000 wagering terminals.
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CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
Embracing CSR and putting it into action has been part
of Sports Toto’s commitment all these years. Community
services and sports continued to be the main areas in which
the company focuses on in fulfilling its social responsibility.
The company’s programmes lend support to people from
all walks of life. The CSR initiatives undertaken bring benefits
to the underprivileged and marginalized groups which
are in line with its objective of Giving Something Back to
Society.
Community
Festive occasions are the best of times to reach out and
spread cheer to the less fortunate groups.
The annual Sports Toto Chinese New Year Ang Pow
Donation Campaign which marked its 27th anniversary this
year is one of the biggest festive donation campaigns in the
country which benefitted more than 17,000 needy senior
citizens in 45 cities and towns throughout the country.
10
The company also shared festive cheer during Hari Raya,
Deepavali and Christmas by giving cash and in kind as well
as bringing fun activities to the less fortunate groups.
During the Ramadhan month, Sports Toto organised
goodwill visits to the paediatric wards of government
hospitals in Kuala Kubu Bharu and Sungai Buloh, and shared
the Hari Raya cheer with approximately 100 patients by
contributing cash as well as mini hampers comprising
stationery, books and soft toys.
The Deepavali celebrations saw Sports Toto bringing
Deepavali cheer to 600 less fortunate and needy families
in Brinchang, Cameron Highlands and Kajang, Selangor.
The recipients were overjoyed as they walked away with
festive goodies such as rice, hampers and “ang pows”.
In conjunction with the joyful Christmas season, Sports
Toto took the opportunity to reach out to the Orang Asli
community in the remote part of Raub, Pahang. More than
600 indigenous folks received Christmas goodies and were
treated to a sumptuous buffet lunch.
Deputy Finance Minister II Datuk Chua Tee Yong (3rd from
right) launched the 27th Sports Toto Chinese New Year
Ang Pow Donation Campaign. BToto CEO Dato’ Sri Robin
Tan (2nd from right) and Executive Director Mr Vincent
Seow (1st from right) were present.
Hari Raya goodwill visit to the paediatric ward of a
government hospital.
Sharing festive cheer with the needy during Deepavali.
Christmas joy for the Orang Asli community in Raub,
Pahang.
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The company also sponsored “101 Charity TCM Clinic
Program” that offered free medical check-up services and
health talks to over 1,000 people.
Sports Toto has helped to alleviate the living conditions of
65 poverty-stricken families and heighten social awareness
of their plights through the TV show.
Poverty has always been a major social issue in today’s
society. Thus, Sports Toto collaborated with NTV7 for the
fifth consecutive year in the production of a 13-episode
charity-themed TV programme - “Helping Hands Season
5” which provided 13 impoverished families with necessary
home improvements, medical provisions and other
necessities to improve their living conditions. To date,
In the Philippines, BPI in collaboration with Gawad Kalinga
Community Development Inc. (“GKCDI”), donated 30
houses in Brgy. Sagasa, Esperanza, Sultan Kudarat, as well as
another 30 houses in Brgy. Mahayahay, Kitcharao, Agusan
Del Norte to reach out and support the reconstruction of
housing units for the poor and needy families.
Under the same initiative, BPI contributed 200 houses in
Camaman-an and 100 houses in Bugo, Cagayan de Oro
City, Mindanao, which was part of the Peso100 million BPI
donated to GKCDI for the building of homes in areas hit by
Typhoon Sendong in 2011.
Currently, there are 12 Berjaya-GK villages in various
locations across the Philippines and so far, 820 homes have
been built in Cagayan de Oro, Compostela Valley, Basilan,
Cavite, Davao City, Agusan del Norte, Masbate, Southern
Leyte, Lanao del Norte, Bukidon, Sultan Kudarat, Surigao
del Norte, Bulacan and Nueva Ecija.
Sports Toto also lent a helping hand to the flood victims
in Bosnia by donating RM50,000 cash to theSun-Mercy
Malaysia Bosnia Flood Disaster Relief Fund when the
country was hit by Cyclone Tamara in May 2014.
Besides these initiatives, there were numerous other
community-related CSR initiatives that Sports Toto was
involved in either through collaborations with Berjaya Cares
Foundation or various non-profit organisations.
Lending disaster relief assistance.
“Helping Hands Season 5” charity-themed TV programme.
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ANNUAL REPORT 2015
11
Sports
Sports Toto has always been supportive in promoting
sports for the good of the community and the country at
large. Sports remain as one of the main areas in which the
company strives to fulfil its social responsibility. During the
financial year under review, Sports Toto supported many
sporting events such as the Asean Basketball League 2014,
Penang Bridge International Marathon 2014, Kenny Rogers
Chicken Run 2014, Run For Your Lives Malaysia 2014, TARCian
Run 2015, 204KM KL-Maran Big Walk 2014, Ambank City
Day Run 2015, Seremban Half Marathon 2014, Milo-FTKLAA
Walk Circuit 2014, 42nd Penang PESTA International Bowling
Championship 2014, Sports Toto-FTKLAA Cross Country Run
2015, Jasmine Cup Youth Basketball Tournament 2015, 8th
Malaysia Independent Chinese Secondary Schools Ball
Games Championship 2014 and Kuching Festival 2014.
In a continuous effort to support the national sports
development, Sports Toto joined hands with the Olympic
Council of Malaysia (OCM) in recognising Malaysian
athletes through the OCM-Sports Toto Outstanding Athletes
of the Games Award 2014. The awards were presented to
outstanding gold medalists who had made the country
OCM-Sports Toto Outstanding Athletes of the Games
Award 2014.
Reaching out to the rural students through the
“Reading My Companion” project.
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ANNUAL REPORT 2015
proud by delivering high standards of performance at the
20th Commonwealth Games 2014 in Glasgow, UK and the
17th Asian Games in Incheon, South Korea. A total of 17
gold medallists from the 20th Commonwealth Games 2014
as well as 8 gold medalists from the 17th Asian Games were
awarded for their individual and team achievements.
On a bigger scale, Sports Toto made substantial annual
financial contributions to the National Sports Council.
Education
Education is fundamental to human capital growth and
development. Sports Toto believes that children are the
future, and regardless of their backgrounds, deserve
to have a happy childhood and be given access to
education.
In view of the need for educational and learning
opportunities in the community, Sports Toto embarked on
the third “Reading My Companion” learning programme
for 10 micro-sized Chinese primary schools in the rural areas
of Selangor and Negri Sembilan to inculcate reading as a
pastime of choice among the rural children.
Sports Toto – FTKLAA Cross Country Run 2015.
Children overjoyed with the storybooks received.
Tan Sri Vincent Tan with the children at Berjaya GK Village in
Camaman-an, Cagayan De Oro City, Philippines.
Popular Entertainment & Culture
During the financial year under review, Sports Toto
continued to bring exciting entertainment to the local
communities by organising various interactive and live
performances. The Show Time roadshows were held in
various parts of the country and Sarawak was the last
stop to wrap up the season. The Astro Hua Hee Karaoke
Competition 2014 brought great excitement to the
Hokkien karaoke enthusiasts. The company also organized
the inaugural Sabah Talent Star 2014. It was a platform for
Sabahans to show off all kinds of talents.
In the promotion of culture and arts, Sports Toto supported
Pesta Tanglong Muar 2014, Penang Chingay Parade 2014,
Nine Emperor God Festival, Hungry Ghost Festival and Muar
Chinese New Year Street Show.
Part of the game offerings by Sports Toto at Berjaya
Founder’s Day 2015.
meetings as platforms for the exchange of ideas and
discussions of cross-marketing opportunities among the
subsidiaries under Berjaya Corporation Berhad.
The company has also been very supportive of all the CSR
initiatives driven at the Berjaya Corporation group level.
During the 5th Berjaya Founder’s Day (“BFD2015”) which
was held on 28 March 2015 at Berjaya Times Square
Kuala Lumpur, Sports Toto was involved in organising and
managing more than 30 game stalls and fun activities for
the family day carnival for all Berjaya staff and their family
members. The involvement of over 40 Sports Toto staff
volunteers manning the game booths was in line with the
BFD2015 theme i.e. “Let’s Go - Plant a Seed of Love”. It
was a call to action for all Berjaya staff and members of
the public, especially the youth, to volunteer their time and
efforts towards worthy causes.
Workplace
As part of staff welfare, Sports Toto’s Sports Club has been
actively organizing a variety of recreational and sports
activities such as educational visits, family day outings,
birthday celebrations and festive get-togethers, bowling
tournaments, badminton championships, ping pong and
darts competitions.
Group Synergy
The highlight of the event was the contribution of RM20.08
million to 79 charitable organizations by Berjaya Group’s
founder, Tan Sri Dato’ Seri Vincent Tan Chee Yioun, Better
Malaysia Foundation and Berjaya Cares Foundation.
In conjunction with this celebration, a public donation
campaign was also carried out nationwide at all Sports
Toto outlets and the proceeds were channeled to Berjaya
Cares Foundation for its charitable causes.
At the group level, Sports Toto hosted synergy lunch
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ANNUAL REPORT 2015
13
Toto draw proceedings in full view of the public.
FUTURE OUTLOOK AND PROSPECTS
The country’s economic growth is projected to moderate
to 4.5% - 5.5% in the calendar year 2015 largely due to the
impact of weaker demand and slump in prices of oil and
other commodities.
The GST implementation which took effect on 1 April 2015
has brought about weaker retail spending, as inflationary
pressure has weakened consumer sentiment during this
adjustment period that the consumers are experiencing.
Operating in the current economic environment while
bracing on-going competition in the NFO sector,
Sports Toto remains cautiously optimistic of sustaining
its performance while the company continues to work
towards offering enhanced game features and better
customer experience.
In the Philippines, BPI through the operations of PGMC,
will continue to work closely with the Philippine Charity
Sweeptakes Office to monitor sales, marketing and
promotion of all its games. BPI’s 72%-owned subsidiary,
H.R. Owen, a luxury motor franchise in the prestige and
specialist car market in the United Kingdom, is expected
to complement BPI’s business growth over time. BPI’s other
investment in PHPI is also expected to generate higher
revenue from its rooms, food and beverage, and banquet
sales resulting from refurbished facilities and renovated
rooms.
With rising costs weighing down on domestic consumer
spending and the implementation of the Malaysian Goods
& Services Tax with effect from 1 April 2015, the Directors
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ANNUAL REPORT 2015
expect the NFO business to be challenging in the financial
year ending 30 April 2016. However, it is expected that the
Group would maintain its market share in the NFO sector.
APPRECIATION
On behalf of the Board, I would like to express our sincere
thanks and appreciation to Mr Freddie Pang Hock Cheng
who retired as an Executive Director of BToto with effect
from 31 March 2015 for his past contribution and support
for more than 20 years. Mr Pang continues to be a member
of the Board and has been redesignated as a NonIndependent & Non-Executive Director of BToto with effect
from 1 April 2015.
We would also like to put on record our heartfelt
appreciation to the management, employees and agents
for their work commitment and dedication throughout
the year. We are also very thankful to our customers,
shareholders, business associates, financiers, analysts,
members of the media, government authorities and
other stakeholders who have rendered great support,
cooperation and assistance to us.
I personally would take this opportunity to thank my fellow
colleagues on the Board for their active participation
and contribution in the Board and look forward to their
continued support.
CHEAH TEK KUANG
Chairman
28 August 2015
主席报告
本人谨代表成功多多博彩有限公司（“成功多多博彩”）董事部，欣然向各位提呈截至 2015 年 4月
30日财政年的年度报告及经审计财务报告。
随着企业合并以及 ILTS 针对其普通股进行倒置拆股的计划
完成后，成功多多博彩旗下独资子公司成功博彩管理(香港)
有限公司(Berjaya Lottery Management (HK) Limited)成
为了 ILTS的唯一股东。
业绩
在检讨中的财政年，本集团录得的营收由上一财政年的43亿
4000万令吉增长21.8%至52亿9000万令吉，主要是因为本集团
在检讨中的财政年中，纳入了H.R. Owen公司(“H.R. Owen”) 的
12个月营收贡献。相较上一财政年，本集团仅纳入H.R. Owen的
6个月营收贡献。本集团税前盈利由上一财政年的5亿970万令吉
增长4.8%至5亿3400万令吉，主要基于一笔总值1800万令吉的印
花税退款。这笔款项是因为多多博彩马来西亚信托在新加坡股票
交易所挂牌上市的计划取消后，而撤销股票买卖协议所收到的印
花税退款。
股息
成功多多博彩已在截至2015年4月30日的财政年四度宣布和派发
中期股息，单层次免税股息的总额为21.5仙。在截至2015年4月
30日的财政年中所派发的股息总额达至大约2亿8930万令吉，相
等于本集团在截至2015年4月30日的财政年中，可分派盈利的大
约80%。
各项重大企业发展
1.
在2015年1月5日，成功多多博彩宣布，旗下子公司国际
博彩与赛马测彩系统有限公司(International Lottery &
Totalizator Systems, Inc.) (“ILTS”)与其独资子公司特拉华国
际博彩与赛马测彩系统有限公司(Delaware International
Lottery & Totalizator Systems, Inc.)(“ILTS Delaware”)进
行合并。合并完成后，ILTS Delaware 为一家存续企业，并
更改公司名称至国际博彩与赛马测彩系统有限公司
(International Lottery & Totalizator Systems, Inc.)(“ILTS”)。
多多博彩在2015年3月19日推介鸿运多多六合彩(6/63)游
戏以取代无敌多多六合彩(6/52)游戏。
2.
在2015年8月17日，成功多多博彩宣布，菲律宾成功股份有
限公司 (Berjaya Philippines Inc.) (“BPI”) 旗下独资子公司
菲律宾博彩管理公司 (Philippine Gaming Management
Corporation)(“PGMC”)与菲律宾慈善大彩办事处
(Philippine Charity Sweepstakes Office) (“PCSO”) 签
署了一项附加与现状协议，将 PCSO 向 PGMC 租赁线上
博彩配备和获提供软件支援服务的合约期维
持在3年，即从2015年8月22日开始至2018年
8月21日。
营业检讨
马来西亚
尽管经济和监管环境仍深具挑战，成功多多博彩旗下主要子公
司多多博彩马来西亚私人有限公司(“多多博彩”)在检讨中的财政
年，凭营收总额持续成为国内领先的测字业者。
在检讨中的财政年，好运多多六合彩(6/58)游戏曾派出一笔总值
4060万令吉的积宝奖金，是所有数字游戏中派出的最高奖金数
额，紧接着的是至尊多多六合彩(6/55)游戏所派出的一笔总值
2570万令吉积宝奖金。向来备受客户追捧的多多万字积宝游戏
是派出最多份奖金的游戏。多多万字积宝游戏在检讨中的财政
年中共派出11份积宝首奖奖金，而当中数额最高的一份奖金是
1910万令吉。
多多博彩销售站。
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ANNUAL REPORT 2015
15
主席报告
受惠单位出席在2015年成功集团创办人日举行的一场模拟支票移交仪式。
多多博彩在2014年5月推介的游戏升级版包括了多多十万字(5D)
游戏的全保玩法、多多万字积宝游戏的i-系统玩法和乐多游戏的
EZ-Bet系统玩法，让客户们以更低的投注金额获得更多赢奖机会
与乐趣。多多博彩也在2014年11月推介了新投注特色，包括了
多多万字游戏的roll-bet玩法、多多万字(4D)全保和多多十万字
(5D)全保的自动重买功能、终端机凭旧彩票的投注号码并选定预
先投注开彩期数自动列印出新彩票，以及其他获提升的促销式功
能。
多多博彩在2015年3月推出一项新乐多游戏――鸿运多多六合彩
(6/63)，以取代无敌多多六合彩(6/52)。鸿运多多六合彩(6/63)
与其他乐多游戏相似，不同之处在于它拥有更多可投选号码 (即
数字1至63)，并提供更高奖金数额的4个奖项类别，以及总值
1500万令吉的最低积宝(首奖)奖金，极具吸引力。这项新乐多游
戏预料将缔造新鲜感并为客户们带来更多投注乐趣，以在长期内
提升并维持客户们对公司旗下数字游戏的兴趣。
作为欲提升客户体验和传达讯息举措的一部分，本公司以试验方
式在特定销售站策略性地安装数码告示牌。除了现有的手机应用
程序之外，本公司也在2015年5月推介了其手机版网站，并提供
更多具用户亲和性的功能。
PHPI 在马尼拉大都会的马卡迪市经营成功马尼拉酒店。在检讨
中的财政年，其酒店客房平均入住率由上一财政年的58%增至
66%。该酒店也进行了一系列的预防性维修和翻新工程，以改善
其形象和产品素质。
其联号公司菲律宾成功比萨公司(Berjaya Pizza Philippines Inc.)
(“BPPI”)是Papa John’s 比萨在菲律宾的特许经营权持有者。在
检讨中的财政年，该公司在马尼拉大都会增设新比萨餐厅以扩充
业务，即从上一财政年的16家餐厅增至18家餐厅。由于在马尼
拉大都会的餐厅数量有所增加，其营收在检讨中的财政年中从上
一财政年的1亿8800万比索增至1亿9720万比索。其税后亏损也
从上一财政年的1亿3900万比索减至1亿1660万比索，主要是因
为营运开销降低。
配合大马政府在2015年4月1日正式落实商品与服务税 (“消费税”)
的举措，多多博彩成功将消费税引入其业务和运作系统中，包括
在全国各地销售站的销售点管理系统 (“POS”)。
其另一家联号公司菲律宾成功汽车(Berjaya Auto Philippines)
(“BAP”)是马自达汽车在菲律宾的经销商。比较上一财政年的 24
亿比索，该公司在检讨中的财政年录得更高的营收，即35 亿比
索。该公司的营收取得45.3%的增长，主要是因为销量提高。基
于营收的提高，其税后盈利也从上一财政年的1亿1050万比索増
至2亿3140万比索。
菲律宾
美国
BPI旗下主要子公司为 PGMC、H.R. Owen 以及 Perdana Hotel
Philippines Inc.(“PHPI”)。
在检讨中的财政年，其投票业务，ILTS 旗下独资子公司Unisyn 投
票解决方案公司(Unisyn Voting Solutions, Inc.)(“Unisyn”)录得
更高的营收，因为该公司在亚利桑那州、印第安纳州、爱荷华
州、堪萨斯州、密苏里州、田纳西州、犹他州和维基尼亚州成功
为其OpenElect ®投票系统与产品(“OpenElect®配套”)取得额
外的销售业绩。目前，美国亚利桑那、印第安纳、爱荷华、堪萨
斯、密苏里、田纳西、犹他和维基尼亚8个州内的110个郡，共
有逾1万个地区在选举中已安装并使用超过3200 个OpenElect®
投票系统与产品。
经营线上博彩配备租赁业务以及为PCSO提供软件支援服务的
PGMC在截至2015年4月30日为止，已在位于吕宋岛的3948家
销售站安装了4347台彩票终端机。PCSO在2015年2月推介了一
项新乐多游戏――UltraLotto 6/58，旨在其乐多系列游戏中缔造
更多惊喜与乐趣，进而吸引更多客户。
16
豪华轿车经销商 H.R. Owen 主要在英国伦敦以特许经营模式销
售豪华与特殊轿车品牌汽车，并提供售后服务。在检讨中的财
政年，H.R. Owen 已完成收购宾利汽车 (Bentley) 在赫特福德郡
的业务，以提升其品牌地位和营运上的协作。
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ANNUAL REPORT 2015
主席报告
Unisyn是少数公司中，凭其OpenElect ® 配套而获得由美国选
举援助委员会(“EAC”)所颁发的2005年自愿投票系统指南证
书。其OpenElect®配套分别获颁来自EAC的额外升级版联邦认
证，以及密苏里州、爱荷华州、维基尼亚州、印第安纳州、田
纳西州、俄亥俄州、堪萨斯州、亚利桑那州和犹他州所颁发的
州级认证。Unisyn持续在特定州属争取认证，以支援其行销活
动。Unisyn也为美国最大并且拥有逾550万符合投票年龄人口的
选区――洛杉矶郡提供技术支援。
本公司也在开斋节、屠妖节和圣诞节期间与弱势群体共享佳节欢
乐。除了捐献善款和物品之外，本公司也为他们举办各类欢庆活
动。
OpenElect® 配套包括了OpenElect® 投票光学扫描、 OpenElect®
光学投票介面、OpenElect ®中央扫描及OpenElect ® 中央配
套。
多多博彩在屠妖节期间分别在金马仑高原的布兰璋和雪兰莪州的
加影，共为600户亟需家庭带来佳节欢乐。受惠家庭皆满心欢喜
地接收佳节礼物如白米、礼包以及屠妖节“紫包”。
ILTS是一家国际领先博彩系统安装与供应商。ILTS提供一应俱全的
博彩产品和服务，包括游戏系统软件、代理终端机、数据通讯、
咨询、培训、设备管理和维修支援。经营业务有逾30年之久的
ILTS 已为来自全球6大洲22个国家逾28名客户供应并安装博彩系
统，更交付了逾6万5000台投注终端机。
配合圣诞节庆典，多多博彩趁机前往彭亨州劳勿的偏远地区，探
访当地的原住民。共有超过600名原住民获赠圣诞礼物，并享受
一顿丰富的自助午餐。
在斋戒月期间，多多博彩亲善探访位于新古毛和双溪毛糯的政府
医院，并与儿童病房内的大约100名病童共享开斋节欢乐，并捐
献善款和赠送装有文具、故事书和绒毛玩具的迷你礼包给病童
们。
本公司也赞助了“101慈善中医义诊”活动，为超过1000位民众免
费提供医药检查服务和举办健康讲座。
企业社会责任
多多博彩多年来皆不遗余力地秉持并落实其企业社会责任理念。
本公司在履行企业社会责任的当儿也持续专注服务社群，以及为
体坛尽绵力。
本公司的企业社会责任计划为来自社会各阶层的人士伸出了援
手。在“回馈社会”的宗旨下，本公司所推动的企业社会责任举措
造福了许多弱势和被边缘化的群体。
社群
佳节时期向来是接触弱势群体并为他们带来欢乐的最佳时机。
一年一度的“多多博彩华人新年施赠贫老”活动在今年已迈入了第
27个年头，亦是国内其中一项最具规模的佳节施赠贫老活动，并
惠及超过1万7000位来自全国各地45个城镇的贫老。
贫穷向来是当今社会所面对的一大问题。有鉴于此，多多博彩
在本财政年第5度与NTV7携手合作，制作了长达13集以慈善为
主题的电视节目――《檐下温情》第5季，为13户贫苦家庭翻修
家园，并提供药物和其他日常用品，以改善他们的生活环境。迄
今，多多博彩已通过这个节目改善了65户贫苦家庭的生活环境，
并提高了民众对贫苦人士的关注与了解。
在菲律宾，菲律宾成功股份有限公司(“BPI”)与Gawad
Kalinga社区发展机构(“GKCDI”)携手合作，在Brgy.
Sagasa、Esperanza、Sultan Kudarat 3 地捐赠了30间房屋，
另外也在Brgy. Mahayahay、Kitcharao、Agusan Del Norte
3 地捐赠30间房屋，以协助并支援为亟需家庭进行的重建家园
计划。
B P I 也在相同的举措下，分别在C a m a m a n - a n及棉兰老岛
Cagayan de Oro市的Bugo捐赠了200及100间房屋。这2项捐
献是来自BPI给GKCDI的1亿比索善款，以在该地区重建于2011
年被台风Sendong破坏的房屋。
第27届“多多博彩华人新年施赠贫老”活动。
(9109-K)
ANNUAL REPORT 2015
17
主席报告
多多博彩赞助2014年槟城大桥国际马拉松。
目前，菲律宾国内各地共有12 个成功 - GK村。迄今，Cagayan
de Oro、Compostela Valley、Basilan、Cavite、Davao
City、Agusan del Norte、Masbate、Southern Leyte、Lanao
del
Norte、Bukidon、Sultan
Kudarat、Surigao
del
Norte、Bulacan和Nueva Ecija 14个地区共建有820间房屋。
员奖”颁奖礼，以表扬我国杰出运动员。此项殊荣是颁发给那些
在英国格拉斯哥第20届共和联邦运动会和韩国仁川第17届亚洲
运动会上，展现了高水准表现及为国争光的杰出金牌得主。共有
17位2014年第20届共和联邦运动会金牌得主和8位第17届亚洲运
动会的金牌得主凭个人和团体成就，而获颁上述奖项。
多多博彩也捐献了5万令吉现金给《太阳报》－大马医药援助协
会(Mercy Malaysia)波斯尼亚洪灾援助基金，以援助不幸受
洪灾影响的波斯尼亚人民。该国在2014年5月遭受气旋塔玛拉
(Tamara)肆虐。
此外，多多博彩也每年大力资助国家体育理事会。
除了上述举措之外，多多博彩也通过与成功关怀基金会或多个
非营利机构合作，参与支持其他多类社群相关的企业社会责任
举措。
体育
多多博彩向来大力支持并推广体育活动，以期惠及社区及国
家。本公司在努力不懈地履行社会责任的同时，依然着重支持
体育活动。在检讨中的财政年，多多博彩支持了多类体育活
动，例如2014年东南亚职业篮球联赛、2014年槟城大桥国际
马拉松、2014年肯尼罗杰斯烤鸡欢乐竞跑赛、2014年大马Run
For Your Lives“活尸路跑”活动、2015年拉曼学院越野赛、2014
年204公里吉隆坡－马兰竞走赛、2015年大马银行吉隆坡竞跑
赛、2014年芙蓉半程马拉松、2014年美禄－联邦直辖区吉隆
坡田径协会竞走比赛、2014年第42届槟城同乐会国际保龄球
锦标赛、2015年多多博彩－联邦直辖区吉隆坡田径协会越野
赛、2015年茉莉杯青少年篮球赛、2014年第8届马来西亚华文独
中球类锦标赛以及 2014 年古晋节。
为了继续支持国家体坛发展，多多博彩与马来西亚奥运理事会
(OCM)携手合作，举办“2014年大马奥理会－多多博彩杰出运动
18
(9109-K)
ANNUAL REPORT 2015
教育
教育是人力资本成长与发展的根基。多多博彩相信，儿童是国家
未来的主人翁，因此每一位来自任何背景的孩童应当享有快乐的
童年以及接受教育的机会。
鉴于每个社区应当拥有教育和学习机会的必要性，多多博彩在雪
兰莪和森美兰州内郊区的10所微型华文小学推行第3届“多多阅
读，获益良多” 助学计划，以启发郊区小学生培养阅读的兴趣，
并把阅读当作闲暇时最佳的习惯。
文娱
在检讨中的财政年，多多博彩继续通过举办多项互动式的现场
表演，为本地社区呈献精彩的娱乐节目。“欢乐多多”音乐会已在
全国各地举行了一系列的路演活动，最后一站则在砂拉越州进
行，为此路演活动划下了完美句点。2014年Astro《欢喜来卡
拉》歌唱大赛为福建歌曲发烧友带来无限欢乐。本公司也首次举
办2014年沙巴才艺大赛，它是一个让多才多艺的沙巴民众发挥
才华的平台。
在发扬文化和艺术方面，多多博彩也赞助2014年麻坡灯笼佳
节、2014年槟城青艺大旗鼓游行、九皇爷诞、盂兰普渡盛会和
麻坡贪食街新春嘉年华。
主席报告
职场
为了照顾员工的福利，多多博彩体育俱乐部向来积极举办各类休
闲与体育活动，例如教学团、家庭日出游、生日庆祝会和佳节聚
会、保龄球锦标赛、羽毛球比赛、乒乓以及飞镖比赛。
集团协作
在集团层面上，多多博彩多次主办集团协合会议餐叙，作为一个
让成功机构有限公司旗下各子公司之间交换点子和互相探讨行销
机会的平台。
本公司向来也十分支持由成功机构推行的所有企业社会责任举
措。
第5届成功集团创办人日在2015年3月28日假吉隆坡成功时代广
场举行，而多多博彩在这场家庭嘉年华会中协助筹备并管理超过
30个游戏摊位和欢乐活动，供集团员工及家属玩乐。共有超过
40位多多博彩志愿员工协助打理这些游戏摊位，以响应第5届成
功集团创办人日的主题――“一起来吧！散播爱心幼苗”，旨在鼓
励所有成功集团员工和民众尤其是青少年，大家齐来奉献时间和
力量为慈善献力。
该盛会的压轴环节是成功集团创办人丹斯里拿督斯里陈志远、更
美好马来西亚基金会及成功关怀基金会，共捐献2008万令吉给
79家慈善机构。
配合这项庆祝活动，所有多多博彩的销售站展开了一项全国性公
众募款活动，所筹获的善款皆注入成功关怀基金会以推行慈善活
动。
多多博彩在目前的经济环境下营运的当儿，还须持续面对来自领
域的竞争。有鉴于此，本公司在维持业绩表现方面依然保持谨慎
乐观，同时也将继续推出更好的游戏特色并提升客户体验。
在菲律宾，B P I 将继续透过P G M C 与菲律宾慈善大彩办事处
(“PCSO”)密切合作，以监督其所有游戏的销售、行销和促销活
动。BPI持有72%股份的子公司 H.R. Owen (英国豪华和特殊骄车
品牌的特许经销商)预料将逐渐辅助BPI的业务成长。BPI在PHPI
的其他投资项目预料也将在翻修设备和装修客房的工程中，通过
其客房、餐饮以及宴会销售而录得更高的营收。
由于成本的上升已打击到本地消费情绪，加上消费税已经从
2015年4月1日起落实，董事部预料测字业务将在截至2016年4月
30日的财政年中面对挑战。无论如何，本集团预期可维持在测字
市场的市占率。
感谢
本人谨代表董事部，向已在2015年3月31日卸任为成功多多博彩
执行董事的彭福清先生，在过去逾20年间为本集团作出的贡献和
支持，致上真诚和衷心的感激及深切激赏。彭先生仍然是董事部
成员，并从2015年4月1日起改任成功多多博彩的非独立非执行
董事。
我们也深深感谢管理层、员工和代理们一整年来的献身精神和
敬业乐业态度。我们也向所有给予鼎力支持、合作和协助的顾
客、股东、来往商家、融资机构、分析员、媒体朋友、政府监管
单位和其他单位致上诚挚的谢意。
本人也借此机会感谢诸位董事部成员的积极参与和为董事部作出
贡献，并冀望他们继续给予支持。
未来展望与前景
我国经济成长在2015年预料放缓至4.5%至5.5%之间，这主要基
于来自需求减弱的冲击以及原油和其他原产品价格的下滑。
谢德光
主席
2015 年 8 月 28 日
在2015年4月1日实施的消费税导致零售消费疲弱，因为通货膨
胀的压力在适应期的当儿削弱了消费者的购兴。
多多博彩赞助一年一度的2014年古晋节。
多多博彩赞助旨在援助亟需人士的“101慈善中医义诊”活动。
(9109-K)
ANNUAL REPORT 2015
19
GROUP FINANCIAL SUMMARY
Description
2015
USD’000
2015
RM’000
2014
RM’000
2013
RM’000
1,491,779
150,638
105,304
(3,299)
102,005
5,288,356
534,012
373,304
(11,694)
361,610
4,340,839
509,722
343,696
(14,990)
328,706
3,628,362
569,526
403,506
(12,421)
391,085
Share Capital
Share Premium
Reserves
38,111
161,948
135,103
574,106
135,103
505,263
135,103
467,969
Equity Funds
Treasury Shares
200,059
(6,971)
709,209
(24,712)
640,366
(11,860)
603,072
(32,907)
Net Equity Funds
Non-Controlling Interests
193,088
20,048
684,497
71,070
628,506
75,129
570,165
43,049
Total Equity
213,136
755,567
703,635
613,214
Other Non-Current Liabilities
Borrowings
Deferred Tax Liabilities
Current Liabilities
1,514
139,633
1,034
279,294
5,369
495,000
3,664
990,098
4,898
400,000
4,765
1,039,428
3,333
400,000
364
526,159
Total Equity And Liabilities
634,611
2,249,698
2,152,726
1,543,070
Property, Plant and Equipment
Intangible Assets
Investments
Deferred Tax Assets
Current Assets
46,961
215,446
62,342
6,683
303,179
166,478
763,756
221,003
23,692
1,074,769
165,398
754,049
194,396
16,991
1,021,892
121,864
644,485
165,803
18,417
592,501
Total Assets
634,611
2,249,698
2,152,726
1,543,070
14.36
7.58
6.06
81,594
50.91
26.86
21.50
289,250
Revenue
Profit Before Tax
Profit For The Year
Non-Controlling Interests
Profit Attributable To Owners of the Parent
Net Assets Per Share (Cents/Sen)
Net Earnings Per Share (Cents/Sen)
Dividend Rate Per Share (Cents/Sen)
Net Dividend Amount (USD’000/RM’000)
46.62
24.66
26.50 **
352,348 ^
42.45
29.43
28 **
372,912 ##
Notes:
Where additional shares are issued, the earnings per share are calculated on a weighted average number of shares with
voting rights in issue.
Exchange rate as at 30 April 2015 : USD1.00 : RM3.545
** This figure included a share dividend of 9.5 sen per share.
* This figure included a share dividend of 30.5 sen per share.
^ The dividend amount included share dividend based on treasury shares book cost of RM124.7 million.
## The dividend amount included share dividend based on treasury shares book cost of RM126.0 million.
#
The dividend amount included share dividend based on treasury shares book cost of RM383.3 million.
20
(9109-K)
ANNUAL REPORT 2015
GROUP FINANCIAL SUMMARY
2012
RM’000
2011
RM’000
2010
RM’000
2009
RM’000
2008
RM’000
2007
RM’000
2006
RM’000
3,607,754
579,150
415,685
(10,209)
405,476
3,433,216
508,402
357,441
(7,680)
349,761
3,392,810
548,188
388,478
(4,974)
383,504
3,695,686
585,544
422,016
(8,462)
413,554
3,277,797
502,627
358,749
(10,086)
348,663
3,035,288
545,332
382,526
(6,839)
375,687
2,938,322
571,914
467,314
(2,789)
464,525
135,103
464,715
135,103
380,301
135,103
371,715
135,103
207,431
546,512
135,103
207,431
394,241
135,103
207,431
356,990
675,515
336,904
463,891
599,818
(120,295)
515,404
(57,341)
506,818
(57,341)
889,046
(406,099)
736,775
(406,099)
699,524
(281,239)
1,476,310
(238,427)
479,523
31,399
458,063
23,723
449,477
15,074
482,947
15,959
330,676
23,244
418,285
10,179
1,237,883
10,306
510,922
481,786
464,551
498,906
353,920
428,464
1,248,189
2,597
550,000
380
364,159
2,423
550,000
326
412,729
39,715
305,000
2,129
420,189
38,455
124,247
1,710
451,156
35,996
262,686
2,473
369,113
47,413
360,000
3,400
373,958
34,679
472,500
2,378
325,332
1,428,058
1,447,264
1,231,584
1,114,474
1,024,188
1,213,235
2,083,078
131,139
643,857
136,755
12,718
503,589
135,900
642,757
113,759
9,776
545,072
96,701
643,986
100,921
9,674
380,302
101,067
618,358
86,534
5,214
303,301
97,653
618,425
86,779
858
220,473
92,132
617,810
81,427
1,468
420,398
72,224
607,995
67,542
969
1,334,348
1,428,058
1,447,264
1,231,584
1,114,474
1,024,188
1,213,235
2,083,078
36.25
30.37
27
359,406
34.25
26.15
21
280,875
38.45
32.93
29
316,669
26.33
27.60
35
325,974
32.66
29.05
45
421,079
95.6
37.9
51
467,360
33.61
29.02
57.50 *
728,954 #
(9109-K)
ANNUAL REPORT 2015
21
GROUP FINANCIAL HIGHLIGHTS
509.7
534.0
’15
’14
’11
’12
’13
’12
’13
’14
’15
** This figure included a share dividend of 9.5 sen per share.
22
2,249.7
2,152.7
’14
’15
21.50
26.50 **
28 **
21
26.86
24.66
26.15
’11
’15
Dividend Rate (Sen)
29.43
Net Earnings Per Share (Sen)
30.37
’13
1,543.1
1,447.3
’14
’13
’12
684.5
628.5
570.2
458.1
’11
Total Assets (RM’ Million)
479.5
’12
569.5
508.4
’15
Net Equity Funds (RM’ Million)
’11
579.2
5,288.4
4,340.8
3,628.4
’14
’13
1,428.1
’12
Profit Before Tax (RM’ Million)
27
’11
3,607.8
3,433.2
Revenue (RM’ Million)
(9109-K)
ANNUAL REPORT 2015
’11
’12
’13
’14
’15
MANAGEMENT DISCUSSION & ANALYSIS
Overview
Berjaya Sports Toto Berhad (“BToto”) is principally engaged in the operations of Toto betting, leasing of online lottery
equipment, and the manufacture and distribution of computerised lottery and voting systems. BToto’s other business
segments include the operation of a hotel and luxury motor retailing.
BToto has four main operating subsidiary companies namely Sports Toto Malaysia Sdn Bhd, Berjaya Philippines Inc.,
International Lottery & Totalizator Systems, Inc. and H.R. Owen Plc.
MALAYSIA
Sports Toto Malaysia Sdn Bhd (“Sports Toto”), the principal operating subsidiary of BToto, has approximately 680 outlets
operating throughout the country, offering 7 games namely Toto 4D and Toto 4D Jackpot, Toto 5D, Toto 6D, Power Toto
6/55, Supreme Toto 6/58 and Grand Toto 6/63 which are drawn three days a week. Grand Toto 6/63 was introduced on 19
March 2015 to replace Mega Toto 6/52.
Revenue
For the financial year ended 30 April 2015, Sports Toto recorded revenue of RM3.23 billion compared to the previous year’s
revenue of RM3.38 billion. The decrease of 4.3% in revenue was attributable to the challenging economic and regulatory
environment coupled with fewer draws during the financial year under review. Despite this, Sports Toto continued to
remain as the market leader among all the Number Forecast Operators (“NFO”) in the country in terms of total revenue
for the financial year under review.
Profit Before Tax
Pre-tax profit decreased by 4.0% to RM477.2 million compared to RM497.3 million in the previous financial year. The lower
profit before tax was mainly due to higher operating expenses which was mitigated by a lower prize payout in the financial
year under review.
Profit After Tax
Profit after tax recorded a decrease of 6.5% to RM338.1 million compared to RM361.6 million in the previous financial year.
The marginally lower profit after tax margin of 10.5% compared to 10.7% in the previous financial year was mainly due to
a marginally higher effective tax at 29.2% compared to the previous financial year’s 27.3%.
Capital Investment
No major capital investment was incurred during the financial year under review as major replacement and upgrading of
the central computer as well as the online lottery terminals at all the outlets nationwide were incurred and completed in
the previous two financial years.
Prospects
With rising costs weighing down on domestic consumer spending and the implementation of the Malaysian Goods &
Services Tax with effect from 1 April 2015, the Directors expect the NFO business to be challenging in the financial year
ending 30 April 2016. However, it is expected that the Group would maintain its market share in the NFO sector.
(9109-K)
ANNUAL REPORT 2015
23
THE PHILIPPINES
BToto operates in the Philippines through its subsidiary Berjaya Philippines Inc. (“BPI”) which is listed on the Philippine Stock
Exchange. BPI’s major investments include a wholly-owned subsidiary, Philippine Gaming Management Corporation
(“PGMC”), which operates the business of leasing online lottery equipment and providing software support to the Philippine
Charity Sweepstakes Office (“PCSO”), a Philippine government agency responsible for lotteries and sweepstakes in the
Luzon Region; 72.0% equity interest in H.R. Owen Plc (“H.R. Owen”), a luxury motor retailer, which operates a number of
vehicle dealerships in the prestige and specialist car market for both sales and aftersales, predominantly in London, UK;
and the wholly-owned Perdana Hotel Philippines Inc. (“PHPI”) which operates Berjaya Manila Hotel in Makati City, Metro
Manila.
Revenue
BPI group recorded a 111.9% increase in revenue to Peso26.47 billion from Peso12.49 billion in the previous financial year.
The increase was primarily due to the consolidation of a 12-month revenue contribution from H.R. Owen in the financial
year under review, compared to a 6-month contribution in the previous financial year.
PGMC recorded a revenue of Peso1.61 billion, a decrease of 6.5% from Peso1.72 billion in the previous financial year due
to lower lease rental income earned as a result of a decrease in sales by PCSO during the financial year under review. It
is envisaged that the new lotto game, UltraLotto 6/58 which was introduced by PCSO in February 2015, would generate
more excitement and fun within the lotto categories to attract more betting customers and sales.
BPI’s other subsidiary, PHPI which operates Berjaya Makati Hotel in Makati City, recorded an increased revenue of Peso143.5
million compared to Peso139.6 million in the previous financial year. The increase of 2.8% in revenue was mainly due to an
increase in room occupancy rate compared to the previous financial year.
Profit Before Tax
BPI group recorded profit before tax of Peso1.24 billion, a decrease of Peso225.1 million or 15.4% compared to the previous
financial year despite an increase in revenue, mainly due to higher operating expenses in the financial year under
review.
PGMC’s pre-tax profit decreased by 6.3% to Peso958.7 million compared to Peso1.02 billion in the previous financial year
mainly due to a lower lease rental income earned during the financial year under review.
PHPI recorded pre-tax profit of Peso3.2 million compared to pre-tax loss of Peso2.5 million in the previous financial year,
mainly due to higher room occupancy rate during the financial year under review.
Profit After Tax
BPI group’s profit after tax decreased by 15.9% to Peso951.0 million, compared to Peso1.13 billion in the previous financial
year. The effective tax rate for the financial year under review was slightly higher at 23.2% compared to 22.7% in the
previous financial year.
Capital Investment
During the financial year under review, there was no major capital investment except for H.R. Owen’s acquisition of luxury
and prestige car dealership in certain marques with its showrooms in London, UK to enhance its brand representation and
operational synergies.
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ANNUAL REPORT 2015
Prospects
The Philippines registered an economic growth of 6.1% in 2014 fuelled by sustained private consumption, investment and
recovery in exports despite natural calamities that hit the country during 2014. The economic outlook is expected to be
sustainable based on buoyant private consumption and investment.
For the online lottery leasing segment, PCSO is expected to introduce new games which would bring about more
excitement and fun to the betting customers and contribute towards increased sales.
For the hotel segment, it will continue to re-align strategies to manage competition and increase hotel room occupancy
rate. The declaration of ‘Visit the Philippines Year 2015’ and unveiling of more promotional events by the Department of
Tourism would help to improve the competitiveness of the tourism industry and stimulate higher tourist arrivals, and boost
hotel occupancy levels and revenue stream.
THE UNITED STATES OF AMERICA
In the United States, BToto’s subsidiary, International Lottery & Totalizator Systems, Inc. (“ILTS”) provides computerised
wagering equipment and systems to the online lottery and pari-mutuel racing industries worldwide. ILTS also has a voting
business segment operated through Unisyn Voting Solutions, Inc. (“Unisyn”) which develops and markets the OpenElect®
digital optical scan election system to election jurisdictions. The OpenElect® election system is the only digital optical
scan voting system built with Java on a streamlined and hardened Linux platform, and Unisyn became the first U.S. voting
company to receive, in January 2010, the U.S. 2005 Voluntary Voting System Guidelines (“VVSG”) certification from the
United States Election Assistance Commission (“EAC”) for its OpenElect® election system.
Revenue
ILTS recorded revenue for the financial year under review of USD7.1 million compared to USD22.7 million in the previous
financial year. The significantly lower revenue was primarily due to the completion of the lottery product and hardware
component sales in the previous financial year.
Profit Before Tax
ILTS reported pre-tax loss of USD1.2 million compared to pre-tax profit of USD4.9 million in the previous financial year primarily
due to decreased sales volume.
Prospects
ILTS will continue to explore new and emerging technologies based on the current industry developments with the intention
of increasing its market share, staying competitive and exploring new markets where its core competencies can be
applied.
One of ILTS’s corporate strategies is to pursue growth through strategic alliances to gain access to new and tactically
important geographies and business opportunities, and to capitalise on existing business relationships.
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25
UNITED KINGDOM
In the United Kingdom, BPI’s subsidiary, H.R. Owen, is a luxury motor retailer which operates a number of vehicle dealerships
in the prestige and specialist car market for both sales and aftersales, predominantly in London.
Revenue
H.R. Owen recorded revenue of £349.8 million in the financial year under review compared to £144.0 million in the
comparative six-month period ended 30 April 2014, due to the increase in the number of new and pre-owned prestige
cars as well as service hours sold during the financial year under review.
H.R. Owen sold a total of 971 new cars in the financial year under review compared to 407 cars sold in the comparative sixmonth period ended 30 April 2014. For pre-owned cars, 1,311 units were sold in the financial year under review compared
to 601 units sold in the comparative six-month period ended 30 April 2014.
Profit Before Tax
H.R. Owen’s pre-tax profit for the financial year ended 30 April 2015 was £4.0 million compared to £2.4 million in the
comparative six-month period ended 30 April 2014, mainly due to higher revenue arising from higher number of prestige
cars and service hours sold which was offset by higher operating expenses during the financial year under review.
Prospects
Trading has started strongly this year and should continue throughout the remainder of 2015. The trading results for the
coming year ending 30 April 2016 would likely exceed those for the year ended 30 April 2015.
BTOTO AS A GROUP
Liquidity and Financial Resources
BToto generally has been financing its operations through internally-generated funds. The Group retained strong cash
flows with total cash and cash equivalents of RM427.3 million as at 30 April 2015 (2014: RM489.6 million).
The current ratio of the Group in the financial year under review was at 1.09 times (2014: 0.98 times). The increase was due
to the full settlement of certain bank borrowings during the financial year ended 30 April 2015.
BToto’s total indebtedness as at 30 April 2015 was RM697.0 million, consisting of borrowings and hire purchase payables
(2014: RM735.9 million consisting of borrowings and hire purchase payables). The MTNs valued at RM200.0 million which
were due subsequent to the financial year end have been refinanced in June 2015.
The Group’s gearing ratio was 1.02 times in the financial year under review compared to 1.17 times in the previous financial
year. The lower gearing ratio in the financial year under review was attributable to repayment of bank borrowings during
the financial year under review as well as higher equity as at 30 April 2015.
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ANNUAL REPORT 2015
CORPORATE STRUCTURE
of Main Subsidiary Companies
as at 5 September 2015
100%
Sports Toto Malaysia Sdn Bhd
100%
Magna Mahsuri Sdn Bhd
100%
Berjaya Sports Toto
(Cayman) Limited
Berjaya Lottery
Management (HK) Limited
Philippine Gaming
Management Corporation
100%
Perdana Hotel
Philippines Inc.
100%
H.R. Owen Plc.
72.03%
Unisyn Voting Solutions, Inc
100%
100%
Berjaya Philippines Inc.
88.26%
International Lottery &
Totalizator Systems, Inc.
100%
Listed Company
+
Combined Interest
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ANNUAL REPORT 2015
27
STATEMENT ON CORPORATE GOVERNANCE
The Board of Directors (“Board”) of Berjaya Sports Toto Berhad (“the Company”) recognises the importance of adopting
good corporate governance throughout the Group as a fundamental part of discharging its responsibilities to protect and
enhance shareholders’ value and the financial performance of the Group. The Group will continue to endeavour to apply
the recommendations of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) in its effort to observe high
standards of transparency, accountability and integrity.
The Board is pleased to provide the following statement which outlined how the Group had applied the principles and
recommendations as set out in the MCCG 2012 throughout the financial year ended 30 April 2015.
(A) PRINCIPLE 1: ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
Board Composition and Balance
The Board has eight (8) members, comprising three Independent Non-Executive Directors (including the Chairman), the
Chief Executive officer, two Executive Directors and two Non-Independent Non-Executive Directors. This composition
fulfils the requirements mandated by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) which stipulate that at least two (2) Directors or one-third of the Board, whichever is higher must be
independent.
The Board is satisfied with its current composition which comprises balanced mix of skills, knowledge and experience
in the business, professional and management fields and which are relevant to enable the Board to carry out its
responsibilities in an effective and competent manner.
The Board recognises the importance and contribution of its Independent Directors. They represent the element of
objectivity, impartiality and independent judgement of the Board. This ensures that there is adequate check and
balance at the Board level. The three (3) independent Directors of the Company provide the Board with vast and
varied exposure, expertise and broad business and commercial experience.
The positions of Chairman and Chief Executive Officer are held by two different individuals. The distinct and separate
roles of the Chairman and Chief Executive Officer, with a clear division of responsibilities, ensure a balance of power
and authority, such that no one individual has unfettered powers of decision-making.
The Chairman is primarily responsible for the leadership of the Board and ensures effectiveness of the Board and
standards of conduct. He has authority over the agenda for each Board meeting to ensure that all Directors are
provided with relevant information on a timely basis. The general agenda may include minutes of previous meetings of
the Board and its sub-committees, quarterly financial results of the Group, issues requiring the Board’s deliberation and
approval, reports or briefings on operational and financial issues of major subsidiaries and other ad-hoc reportings.
The Chief Executive Officer has overall responsibility for the Group’s business operations, organisational effectiveness
and the implementation of Board policies and decisions.
Mr Cheah Tek Kuang has been identified as the Senior Independent Non-Executive Director of the Board to whom
concerns may be conveyed.
The qualifications and experience of each of the Directors are set out in the Directors’ profile on page 3 to page 6 of
the Annual Report.
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ANNUAL REPORT 2015
Roles and Responsibilities of the Board
The Board has overall responsibility for the proper conduct of the Company’s business and the strategic direction of
the Group. The Board has formally adopted a Board Charter that clearly sets out the roles and responsibilities of the
Board and the management to ensure accountability. The Board Charter is also available on the Company’s website
at www.berjaya.com and will be subject to review annually by the Board to ensure that it remains consistent with the
Board’s objectives and responsibilities.
The Board has adopted, amongst others, the following major responsibilities to facilitate the Board in discharging its
fiduciary duties:•
•
•
•
•
•
Reviewing and adopting strategic plans and policies for the Company and the Group;
Overseeing and monitoring the conduct of the businesses and financial performance and major capital
commitments of the Company and the Group;
Identifying principal risks of the business and ensuring the implementation of appropriate systems to manage
these risks;
Establishing a succession plan for the Company and the Group including the remuneration and compensation
policy thereof;
Overseeing the development and implementation of a shareholder communication policy for the Company;
Reviewing the adequacy and integrity of the internal control systems and management information of the
Company and the Group.
Directors’ Code of Conduct/Ethics
The Board has adopted a Code of Ethics for Directors (“Code”). The Code was formulated to enhance the standard
of corporate governance and promote ethical conduct of the Directors. The Group has also put in place a Code of
Conduct for all its employees and Directors to ensure a high standard of ethical and professional conduct is upheld
by all its employees and Directors in the performance of their duties and responsibilities.
Corporate’s strategy to promote sustainability
The Board views the commitment to sustainability and environmental, social and governance performance as part
of its broader responsibility to clients, shareholders and the communities in which it operates. A detailed report on the
Company’s approach to sustainability activities for the financial year under review appears in the Corporate Social
Responsibility Statement of this Annual Report.
Supply of Information
All Directors have unrestricted and timely access to information concerning the Company and the Group’s business
and affairs necessary for the discharge of their responsibilities. The Board papers and reports which include the Group’s
performance and major operational, financial and corporate information are distributed to the Directors in sufficient
time prior to Board Meetings to enable Directors to obtain further clarifications and/or explanations, where necessary,
in order to be properly briefed before the meeting.
The Board is supported by suitably qualified, experienced and competent Company Secretaries who are also members
of a professional body. The Company Secretaries play an advisory role to the Board in relation to the Company’s
constitution and advise the Board on any updates relating to new statutory and relevant regulatory requirements
pertaining to the duties and responsibilities of Directors as and when necessary.
All Directors have access to the advice and services of the Company Secretaries and the senior Management staff
in the Group. They may also obtain independent professional advice at the Company’s expense in furtherance of
their duties.
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ANNUAL REPORT 2015
29
Board Meetings
The Board meets regularly on a quarterly basis with additional meetings being convened when necessary. During the
financial year ended 30 April 2015, the Board met five (5) times and the record of attendance of each Director is set
out below:Directors
Attendance
Cheah Tek Kuang *
5/5
5/5
Chan Kien Sing
5/5
4/5
Seow Swee Pin
5/5
5/5
Datuk Robert Yong Kuen Loke *
4/5
Dato’ Oon Weng Boon *
5/5
*
Denotes Independent Non-Executive Directors
In the intervals between Board meetings, any matters requiring urgent Board decisions or approvals will be sought
via circular resolutions of the Directors and these are supported with all the relevant information and explanations
required for an informed decision to be made.
(B) PRINCIPLE 2: STRENGTHEN COMPOSITION
1.
Nomination Committee
The Nomination Committee of the Company consists of exclusively Independent Non-Executive Directors. Its
composition is as follows:Cheah Tek Kuang
-
-
Chairman/Independent Non-Executive
(Senior Independent Director)
Independent/Non-Executive
Independent/Non-Executive
The Nomination Committee meets as and when required, and at least once a year. The Nomination Committee
met once during the financial year ended 30 April 2015.
The Nomination Committee’s responsibilities include, amongst others, reviewing the Board composition and
making recommendations to the Board for appointments of new Directors (including gender considerations)
by evaluating and assessing the suitability of candidates as Board members or Board Committee members. In
making these recommendations, due consideration is given to the required mix of skills, knowledge, expertise and
experience, professionalism and integrity that the proposed Directors shall bring to the Board.
The Nomination Committee also assesses the effectiveness of the Board as a whole, the Board Committees and
the contribution of each individual Director, including Independent Non-Executive Directors, as well as the Chief
Executive Officer on an annual basis. All assessments and evaluation carried out by the Nomination Committee in
discharging its duties were also properly documented.
In respect of the assessment for the financial year ended 30 April 2015, the Board was satisfied that the Board
and Board Committees have discharged their duties and responsibilities effectively. The Board was also satisfied
that the Board composition in terms of size, the balance between executive, non-executive and independent
Directors and mix of skills and experience was adequate.
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The Board noted the recommendation of MCCG 2012 on boardroom diversity. Selection of candidates to join
the Board is dependent on the necessary skills, knowledge and experience. The ultimate decision will be based
on merit and contributions the candidate can bring to the Board. The current Board composition has no female
board members.
Re-elections of Directors
The Nomination Committee also conducted an assessment of the Directors who are subject to retirement at the
forthcoming annual general meeting (“AGM”) in accordance with the provisions of the Articles of Association of
the Company and the relevant provisions of the Companies Act, 1965.
The Company’s Articles of Association provides that a Director appointed during the year is required to retire and
seek election by shareholders at the following AGM immediately after their appointment. The Articles also requires
that one-third of the Directors including the Managing Director, if any, to retire by rotation and seek re-election at
each AGM and that each Director shall submit himself for re-election once every three years.
Pursuant to Section 129(6) of the Companies Act, 1965, a Director who is over seventy (70) years of age must retire
at the AGM of the Company and may offer himself for re-appointment to hold office until the next AGM.
2.
Remuneration Committee
The Remuneration Committee of the Company comprises a majority of non-executive Directors and its composition
is as follows:Cheah Tek Kuang
-
Chairman / Independent Non-Executive
Non-Independent Executive
Independent Non-Executive
The primary function of the Remuneration Committee is to set up the policy framework and to recommend to the
Board on all elements of the remuneration package of the Executive Directors. The determination of remuneration
packages of non-executive Directors, including the non-executive Chairman, is a matter for the Board as a whole
with the Directors concerned abstaining from deliberation and voting on decision in respect of his individual
remuneration.
The fees payable to the Directors will be recommended by the Board for approval by shareholders at the Annual
General Meeting.
Details of the Directors’ Remuneration
The aggregate Directors’ remuneration paid or payable to the Directors in office during the financial year by the
Company and the Group categorised into appropriate components for the financial year ended 30 April 2015
are as follows:Executive
Non-Executive
Total
RM’000
Fees
-
135
135
60
37
97
Salaries and other emoluments
6,587
770
7,357
Bonus
1,641
83
1,724
8,288
1,025
9,313
(9109-K)
Benefits-in-kind
ANNUAL REPORT 2015
31
The number of Directors of the Company who served during the financial year and whose total remuneration from
the Group falling within the respective band are as follows:Number of Directors
Range of Remuneration
Executive
Non-Executive
RM1 – RM50,000
-
1
RM100,001 – RM150,000
-
1
RM200,001 – RM250,000
-
1
RM600,001 - RM650,000
-
1
RM1,100,001 – RM1,150,000
1
-
RM1,200,001 – RM1,250,000
1
-
RM1,400,001 – RM1,450,000
1
-
RM4,500,001 – RM4,550,000
1
-
4
4
(C) PRINCIPLE 3: REINFORCE INDEPENDENCE
Assessment of Independent Directors
The Board recognises the importance of independence and objectivity in its decision making process. The presence
of the Independent Non-Executive Directors is essential in providing unbiased and impartial opinion, advice and
judgment to ensure the interests of the Group, shareholders, employees, customers and other communities in which
the Group conducts its businesses are well represented and taken into account.
The Board through the Nomination Committee assessed the Independent Directors on an annual basis with a view to
ensure that the Independent Directors bring independent and objective judgement to the Board deliberations. The
Board has adopted the same criteria used in the definition of “Independent Directors” as prescribed in Chapter 1 of
the Bursa Securities Listing Requirements (“LR”) in its assessment of the Independent Directors.
The current three (3) Independent Non-Executive Directors have fulfilled the criteria of “independence” as prescribed
under Chapter 1 of the Listing Requirements of Bursa Securities. The Board had assessed and concluded that the three
(3) Independent Non-Executive Directors of the Company remain objective and independent.
Tenure of Independent Directors
The Company does not have term limits for its Independent Directors as the Board believes that continued contribution
provides benefits to the Board and the Company as a whole. The calibre, qualification, experience and personal
qualities, particularly of the Director’s integrity and objectivity in discharging his responsibilities in the best interest of the
Company predominantly determines the ability of a Director to serve effectively as an Independent Director.
The Nomination Committee noted that pursuant to Recommendation 3.2 of the MCCG 2012, the tenure of an
Independent Director should not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, an
Independent Director may continue to serve on the Board subject to being re-designated as a Non-Independent
Director.
The Nomination Committee also noted that pursuant to Recommendation 3.3 of the MCCG 2012, the Board may
provide justifications and seek shareholders’ approval in the event there is intention to retain a Director who has
served a cumulative term of nine (9) years as an Independent Director
Currently, none of the Independent Directors had served the Board of the Company for a cumulative term of nine
(9) years.
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ANNUAL REPORT 2015
(D) PRINCIPLE 4: FOSTER COMMITMENT
Recommendation 4.1 of the MCCG 2012 recommends that the Board should set out the expectations on time
commitment for its members and protocols for accepting new directorships. Each Director is required to notify the
Chairman of the Board prior to accepting directorships outside the Group. Similarly, the Chairman of the Board shall
also do likewise before taking up any additional appointment of directorships. The notification will also include an
approximate indication of time that will be spent by the Directors on the new directorships.
Directors’ Training
All the Directors had attended the Mandatory Accreditation Programme as prescribed by Bursa Malaysia Securities
Berhad (“Bursa Securities”).
The Directors are mindful that they should continually attend seminars and courses to keep themselves abreast with
the latest economic and corporate developments as well as new regulations and statutory requirements.
The Directors are also encouraged to evaluate their own training needs on a continuous basis and to determine
the relevant programmes, seminars, briefings or dialogues available that would best enable them to enhance their
knowledge and contributions to the Board.
The Board is also updated by the Company Secretaries on the latest update/amendments on the Listing Requirements
of Bursa Securities and other regulatory requirements relating to the discharge of the Directors’ duties and
responsibilities.
During the financial year, the Directors had attended various training programmes and seminars, details of which are
as follows:Director
Title of Programmes/ Seminars/Courses/ Forums
Cheah Tek Kuang
-
-
International Atomic Energy Agency (IAEA) International Conference on
Human Resource Development for Nuclear Power Programmes: Building
and Sustaining Capacity
Roundtable Discussion on Financial Reporting
FIDE Forum - Board Strategic Leadership in Managing Cybersecurity Risk in
Financial Institutions
Program Leadership Series by YB En Khairy bin Jamaluddin
Goods and Services Tax and Personal Data Protection Act 2010 by
PricewaterCoopers
6th Annual Nuclear Power Asia Conference and Exhibition 2015 by World
Nuclear Association
FIDE Forum - Financial Services in Turbulent Times: A Dialogue with Tan Sri
Lee See-Yan
MICG - Governance, Director Duties & Regulatory Updates Seminar 2015
MIA/IIAM - Audit Committee Conference 2015
BMB - Invest Malaysia 2015
-
Forbes Asia Forum - The Next Tycoons - A Generation Emerges
Customised Advocacy Session For Directors by Bursa Malaysia Securities
Berhad
Chan Kien Sing
-
Berhad
MIA Conference 2014
CEO Forum 2014 - Perdana Leadership Foundation
Advocacy Session on Corporate Disclosure by Bursa Malaysia Securities
Berhad
-
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ANNUAL REPORT 2015
33
Director
Title of Programmes/ Seminars/Courses/ Forums
Seow Swee Pin
-
ASEAN Corporate Governance Scorecard
World Lottery Summit 2014, Rome
Corporate Governance Seminar, Philippines
-
Berhad
Invest Malaysia 2015 – Asean‘s Multinational Marketplace
-
In-house training conducted by PriceWaterhouseCoopers Taxation Services
Sdn Bhd which covered the topic on GST Implementation.
-
Customised Advocacy Session for Directors by Bursa Malaysia Securities
Berhad
Key Amendments to Listing Requirements
-
Seminar on Roles & Functions of Bank Negara Malaysia
Mandatory Accreditation Programme
Advocacy Sessions on Corporate Disclosure for Director of Listed Issuers
Customised Advocacy Session for Directors by Bursa Malaysia Securities
Berhad
(E) PRINCIPLE 5: UPHOLD INTEGRITY IN FINANCIAL REPORTING
i.
Financial Reporting
The Audit Committee is tasked to assist the Board in ensuring that the financial statements comply with the
provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia.
In presenting the annual audited financial statements to the shareholders, the Board takes responsibility to present
a balanced and meaningful assessment of the Group’s financial performance and prospects and ensure that the
financial statements reviewed and recommended by the Audit Committee for Board’s approval are prepared in
accordance with the provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards so
as to present a true and fair view of the state of affairs of the Group.
A statement by the Directors of their responsibilities in the preparation of financial statements is set out in the
ensuing section.
ii.
Statement of Directors’ Responsibility in respect of the Financial Statements
Company Law requires the Directors to prepare financial statements for each financial year which give a true and
fair view of the state of affairs of the Company and of the Group and of the results and cash flows of the Company
and of the Group for that period. In preparing those financial statements, the Directors are required to:(a) select suitable accounting policies and then apply them consistently;
(b) state whether applicable financial reporting standards have been followed, subject to any material departures
being disclosed and explained in the financial statements;
(c) make judgements and estimates that are reasonable and prudent; and
(d) prepare the financial statements on a going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at
any time the financial position of the Company and of the Group and which will enable them to ensure that the
financial statements comply with the Companies Act, 1965. The Directors are also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
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ANNUAL REPORT 2015
iii.
Relationship with the auditors
Through the Audit Committee, the Company has established a transparent and appropriate relationship with
the Group’s auditors, both internal and external. From time to time, the auditors highlight to the Audit Committee
and the Board on matters that require the Board’s attention, including the latest amendments to the Financial
Reporting Standards and its implementation thereof.
In addition, the external auditors were invited to attend the Company’s AGM in order to address clarifications
sought pertaining to the Audited Financial Statements by shareholders.
The Audit Committee is responsible for the annual assessment of the competency and independence of the
external auditors. Having assessed their performance, the Audit Committee will recommend their re-appointment
to the Board, upon which the shareholders’ approval will be sought at the AGM.
The external auditors are required to declare their independence annually to the Audit Committee as specified by
the By-Laws issued by the Malaysian Institute of Accountants. The external auditors have provided the declaration
in their annual audit plan presented to the Audit Committee of the Company.
The Audit Committee also reviewed the provision of non-audit services rendered to the Group by the Company’s
auditors or a firm affiliated to the auditors’ firm and noted that the total amount of fees paid for non-audit services
for the financial year ended 30 April 2015 amounted to RM110,000.
(F) PRINCIPLE 6: RECOGNISE AND MANAGE RISKS
The Board is responsible for the Group’s risk management framework and system of internal control and for reviewing
their adequacy and integrity. While acknowledging their responsibility for the system of internal control, the Directors
are aware that such a system is designed to manage rather than eliminate risks and therefore cannot provide an
absolute assurance against material misstatement or loss.
To assist the Board in maintaining a sound system of internal control for the purposes of safeguarding shareholders’
investments and the Group’s assets, the Group has in place, an adequately resourced internal audit department.
The activities of this department which reports regularly to the Audit Committee provide the Board with much of the
assurance it requires regarding the adequacy and integrity of the system of internal control. As proper risk management
is a significant component of a sound system of internal control, the Group has also put in place risk management
process to help the Board in identifying, evaluating and managing risks. The implementation and maintenance of the
risk management process is carried out by the Risk Management Committee of the Group.
A Statement on Risk Management and Internal Control of the Group which provides an overview of the state of
internal controls within the Group is set out on page 37 and page 38 of the Annual Report.
(G) PRINCIPLE 7: ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
The Board will ensure that it adheres to and comply with the disclosure requirements of the Main Market Listing
Requirements of Bursa Securities as well as the Corporate Disclosure Guide issued by Bursa Securities.
The Company continues to recognise the importance of transparency and accountability to its shareholders and
investors. The Board endeavours to keep its shareholders and investors informed of its progress through a comprehensive
annual report and financial statements, circulars to shareholders, quarterly financial reports, periodic press releases
and the various announcements made during the year. These will enable the shareholders, investors and members of
the public to have an overview of the Group’s performance and operations.
The Group also maintains a corporate website at www.berjaya.com whereby shareholders as well as members of
the public may access for the latest information on the Group. Alternatively, they may obtain the Company’s latest
announcements via the website of Bursa Malaysia Securities Berhad at www.bursamalaysia.com.
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ANNUAL REPORT 2015
35
The Chief Executive Officer, Executive Directors and senior Management have periodical dialogues and briefings with
existing and prospective investors and the analysts to enhance understanding of the Group’s objectives and provide
insight on the latest developments in the Group.
(H) PRINCIPLE 8: STRENGTHEN RELATIONSHIPS BETWEEN COMPANY AND SHAREHOLDERS
The Company’s Annual General Meeting (“AGM”) remains the principal forum for dialogue with private and institutional
shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with
and constructive feedback from the shareholders. At each AGM, the Board presents the progress and performance
of the Company’s businesses and shareholders are encouraged to participate in the proceedings and question and
answer session and thereafter to vote on all resolutions.
The Chairman as well as the CEO will respond to shareholders’ questions at the AGM. The Notice and agenda of AGM
together with Form of Proxy are given to shareholders at least twenty-one days before the AGM, which gives sufficient
time to prepare themselves to attend the AGM or to appoint a proxy to attend and vote on their behalf. Each item
of special business included in the Notice of AGM is accompanied by an explanatory statement for the proposed
resolution to facilitate the full understanding and evaluation of issues involved.
All members present at each meeting have the rights to demand for a poll in accordance with the provisions of the
Articles of Association of the Company on the voting for any resolutions. The voting process at each meeting shall
be by way of show of hands unless a poll is demanded. The Chairman may demand for a poll for any substantive
resolutions put forward for voting at the shareholders’ meetings, if so required.
Poll voting
In line with the MCCG 2012, all the resolutions passed by the shareholders at the previous AGM held on 20 October
2014 were voted by way of a poll. The shareholders were briefed on the voting procedures by the Share Registrar
while the results of the poll were verified and announced by the independent scrutineer, Ernst & Young.
Dialogue between the Company and shareholders
The Company strives to maintain an open transparent channel of communication with its shareholders, institutional
investors, analysts and the public at large with the objective of providing as clear and complete picture of the
Group’s performance and financial position as possible. The provision of timely information is principally important to
the shareholders and investors for informed decision making. However, whilst the Company endeavours to provide
as much information as possible to its shareholders, it is mindful of the legal and regulatory framework governing the
release of material and price-sensitive information.
The various channels of communications are through the quarterly announcements on financial results to Bursa
Securities, relevant announcements and circulars, when necessary, AGM and also the Group’s website.
COMPLIANCE WITH THE MCCG 2012
The Board is satisfied that the Company has, in all material aspects, complied with the principles and recommendations
of the MCCG 2012 that were in place during the financial year ended 30 April 2015.
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ANNUAL REPORT 2015
STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL
RESPONSIBILITY
The Board of Directors of Berjaya Sports Toto Berhad (“BTOTO” or “the Group”) recognises that it is responsible for the
Group’s system of internal control and for reviewing its adequacy and integrity. Notwithstanding that, in view of the
limitations that are inherent in any system of internal control, the Group’s system can only provide reasonable but not
absolute assurance against material misstatement or loss, as it is designed to manage rather than eliminate the risk of
failure to achieve business objectives.
The Board’s primary objective and direction in managing the Group’s principal business risks are to enhance the Group’s
ability to achieve its business objectives. In order to achieve these objectives, the Board has identified, evaluated and
managed the significant risks being faced by the Group by monitoring the Group’s performance and profitability at its
Board meetings.
A Risk Management Committee (“RMC”) has been established by the Company with the intention to further enhance the
Group’s system of internal control and be in line with the Malaysian Code of Corporate Governance. The RMC together
with the audit committee are entrusted to ensure more effective and efficient identification, evaluation, management
and reporting of the Group’s risks. During the financial year ended 30 April 2015, the RMC held 4 meetings to review
the reports tabled by the Risk Management Working Committee (“RMWC”) consisting of all heads of departments of
the principal subsidiary company. The RMC had evaluated and monitored the progress of any risk factors and internal
control matters relating to the operations raised by the RMWC. The current members of the RMC are Mr. Cheah Tek Kuang
(Chairman), Dato’ Oon Weng Boon, Datuk Robert Yong Kuen Loke and Seow Swee Pin.
The RMC terms of reference include, inter alia:
• To determine the overall risk management processes;
• To establish effectiveness of risk management process;
• To ensure that the strategic context of the risk management strategy is complete;
• To ensure that risk management processes are integrated into all core business processes;
• To establish risk reporting mechanism;
• To establish business benefits;
• To ensure that the short and long term risk management strategy, framework and methodology are implemented and
consistently applied by all business units;
• To ensure alignment and coordination of assurance activity across the organization; and
• To act as steering committee for the group wide risk management programme.
The Board has received assurance from the Chief Executive Officer and the Executive Director that the Group’s risk
management and internal control system are operating adequately and effectively, in all material aspects.
ASSURANCE MECHANISM
The Board has assigned the Audit Committee (“AC”) with the duty of reviewing and monitoring the effectiveness of the
Group’s system of internal control. The AC receives assurance reports from the internal auditors on findings from their visits
to the operating units, as well as from the external auditors on areas for improvement identified during the course of their
statutory audit. The Board reviews the minutes of the AC’s meetings. The Audit Committee Report is set out on pages 39
to 42 of the Annual Report.
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ANNUAL REPORT 2015
37
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
MANAGEMENT STYLE AND CONTROL CONSCIOUSNESS
The management of the Group as a whole is assigned to the Chief Executive Officer and the Executive Directors. The
Executive Directors and management practised ‘close to operations’ policy and have various scheduled management
meetings as well as carry out regular review of financial and operations reports. These provide the platform for timely
identification of the Group’s risks and systems to manage risks. The Chief Executive Officer and the Executive Directors
update the Board on any significant matters which require the latter’s attention.
The management of the Group’s individual operating units is assigned to local management who are accountable for
the conduct and performance of their businesses within the agreed business strategy. At Sports Toto Malaysia Sdn Bhd,
the Group’s principal subsidiary company, operations are divided into regions and areas due to the dispersed locations of
agents’ outlets. Regional and area offices are staffed by experienced personnel to ensure that the operations of the outlets
are well controlled and in line with the operating procedures. Similarly, the overseas operations are being managed by
experienced personnel in their respective country offices. Regular reporting on performance of their businesses is provided
to the Executive Directors of BTOTO who are assigned to manage the respective overseas operations. In addition, the
Executive Directors in charge also made field visits to these overseas operations as well as to conduct periodic performance
review meetings with the management personnel, thus ensuring the business plans and targets are met.
INTERNAL AUDIT FUNCTION
The Board recognises that effective monitoring on a continuous basis is a vital component of a sound internal control
system. In this respect, the internal auditors provide the AC with independent and objective reports on the state of internal
controls of the operating units within the Group to assist the AC in monitoring and assessing the effectiveness of the
internal control system. Observations from internal audits are presented to the AC together with management’s responses
and proposed action plans for its review. The action plans are then followed up during subsequent internal audits with
implementation status reported to the AC.
The internal audit function of the gaming segment is principally carried out by the Internal Audit Department of Sports Toto
Malaysia Sdn Bhd, the principal operating subsidiary of the Group; while the internal audit function of the other overseas
business segments shall be outsourced to Group Internal Audit Division of Berjaya Corporation Berhad, which reports
directly to the AC.
KEY FEATURES OF THE INTERNAL CONTROL SYSTEM
Some key features of BTOTO’s system of internal control include:
• Clear organisation structure with defined reporting lines;
• Capable workforce with clear job descriptions, and continuous training efforts;
• Monitoring mechanisms in the form of financial and operations reports, and scheduled management meetings;
• Formal employee appraisal system which enables appraisal of employees and rewarding employees based on
performance;
• Formal operating and draw procedures which set out the expected standards for its operations;
• Surprise checks on agents to ensure compliance with the Group’s policies and procedures;
• Physical security and systems access controls;
• Independent assurance on the system of internal control from regular internal audit visits;
• Business continuity planning; and
• Succession planning to ensure that key positions in the Group are always being held by capable employees who are
well aware of the Group’s risks, and operating policies and procedures.
The Board remains committed towards operating a sound system of internal control and therefore recognises that the
system must continuously evolve to support the type of business and size of operations of the Group. As such, the Board,
in striving for continuous improvement will put in place appropriate actions plans, when necessary, to further enhance the
Group’s system of internal control.
The Board through RMC and AC regularly receives and reviews reports on internal control, which include highlights on
significant risks affecting the Group. The system of internal control was satisfactory and has not resulted in any material
losses, contingencies or uncertainties that would require disclosure in the Company’s Annual Report.
38
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ANNUAL REPORT 2015
AUDIT COMMITTEE REPORT
The Board of Directors of Berjaya Sports Toto Berhad (“BToto”) is pleased to present the report of the Audit Committee for
the financial year ended 30 April 2015.
AUDIT COMMITTEE MEMBERS AND MEETING ATTENDANCES
The members of the Audit Committee comprise the following:Cheah Tek Kuang
- Chairman/Independent/ Non-Executive Director
- Independent/ Non-Executive Director
- Independent/ Non-Executive Director
The Audit Committee held five (5) meetings during the financial year ended 30 April 2015. The details of attendance of the
Audit Committee members are as follows:Name
Attendance
Cheah Tek Kuang
5/5
4/5
5/5
The Senior Manager of Internal Audit of Sports Toto Malaysia Sdn Bhd and the Head of Group Accounts and Budgets were
also invited to attend the audit committee meetings. The external auditors were also invited to attend three (3) of these
meetings. The Audit Committee also met with the external auditors without the presence of executive Board members
and the Management.
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
During the financial year ended 30 April 2015, the activities undertaken by the Audit Committee included the following:1.
Reviewed the quarterly and year-to-date unaudited financial results before submission to the Board for consideration
and approval;
2.
Reviewed the external auditors’ scope of work and audit plan for the year;
3.
Reviewed and discussed the external auditors’ audit report and areas of concern in the management letter thereof;
4.
Assessed the adequacy and effectiveness of the system of internal control and accounting control procedures and
the weaknesses of the Group’s principal operating subsidiary by reviewing the various internal audit reports and
management’s responses thereto and ensuring significant findings are adequately addressed by management;
5.
Reviewed and recommended for Board’s approval, Audited Financial Statements of the Company;
6.
Reviewed and recommended for Board’s approval, the Statement on Corporate Governance, the Statement on Risk
Management and Internal Control and the Audit Committee Report for inclusion in the Annual Report;
7.
Reviewed the Internal Audit Plan for financial year 2015;
8.
Reviewed the shareholders’ circulars in relation to the recurrent related party transactions;
9.
Reported to the Board on its activities and significant findings and results.
(9109-K)
ANNUAL REPORT 2015
39
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION
The primary function of Internal Audit Department is to assist the Audit Committee in discharging its duties and responsibilities.
Their role is to provide the Committee with independent and objective reports on the state of internal controls of the
operating units within the Group and the extent of compliance by such units with the Group’s established policies and
procedures.
The internal audit function was principally carried out by the Internal Audit Department of Sports Toto Malaysia Sdn Bhd
(“STMSB”), the principal operating subsidiary of the Group which is involved in the gaming operations.
During the financial year ended 30 April 2015, the Internal Audit Department carried out various audit assignments on
STMSB. The areas audited included branch audit of company’s sales offices, audit of Head Office operating departments,
and IT audit. Internal audit reports were issued to the Audit Committee and the STMSB management, incorporating audit
recommendations and management’s responses with regard to any audit findings on the weaknesses in the systems and
controls of the operation. The Internal Audit Department also followed up with management on the implementation of
the agreed audit recommendations.
The total cost incurred for the internal audit function of the Company for the financial year ended 30 April 2015 was
RM671,702.
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
1.
Membership
The Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3)
members, all of whom shall be non-executive Directors. The majority of the Committee Members shall be Independent
Directors and at least one (1) member of the Committee must be a member of the Malaysian Institute of Accountants
or possesses such other qualifications and/or experience as approved by the Bursa Malaysia Securities Berhad
(“BMSB”).
A quorum shall consist of two (2) members and a majority of the members present must be Independent Directors.
If a member of the audit committee resigns, dies or for any other reason ceases to be a member with the result that
the number of members is reduced to below three (3), the Board of Directors shall, within three (3) months of that
event, appoint such number of new members as may be required to make up the minimum number of three (3)
members.
2.
Chairman
The Chairman of the Committee shall be an Independent Director appointed by the Board. He shall report on each
meeting of the Committee to the Board.
3.
Secretary
The Company Secretary shall be the Secretary of the Committee and shall be responsible, in conjunction with the
Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to the Committee
members prior to each meeting.
The Secretary shall also be responsible for keeping the minutes of meetings of the audit committee and circulating
them to the Committee members and to the other members of the Board of Directors.
40
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ANNUAL REPORT 2015
4.
Frequency of Meetings
Meetings shall be held not less than four (4) times a year and will normally be attended by the Director charged
with the responsibilities of the Group’s finance and Head of Internal Audit. The presence of external auditors will be
requested if required and the external auditors may also request a meeting if they consider it necessary.
5.
Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference and shall have
unrestricted access to both the internal and external auditors and to all employees of the Group. The Committee is
also authorised by the Board to obtain external legal or other independent professional advice as necessary.
The Committee is also authorised to convene meetings with the external auditors, the internal auditors, or both,
excluding the attendance of other directors and employees of the Group, whenever deemed necessary.
6.
Duties
The duties of the Committee shall be:(a) To review and recommend the appointment of external auditors, the audit fee and any questions of resignation
or dismissal including the nomination of person or persons as external auditors;
(b) To discuss with the external auditors where necessary, on the nature and scope of audit and to ensure coordination
of audit where more than one (1) audit firm is involved;
(c) To review the quarterly results and year end financial statements prior to the approval by the Board, focusing
on:-
going concern assumption
compliance with applicable financial reporting standards and regulatory requirements
any changes in accounting policies and practices
significant issues arising from the audit
major judgemental areas
(d) To prepare Audit Committee Report at the end of each financial year;
(e) To discuss problems and reservations arising from the interim and final external audits, and any matters the external
auditors may wish to discuss (in the absence of management, where necessary);
(f) To review the external auditors’ management letter and management’s response;
(g) To review any related party transaction and conflict of interest situation that may arise within the Company or Group
including any transaction, procedure or course of conduct that raises questions of management integrity;
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ANNUAL REPORT 2015
41
(h) To do the following with regards to the internal audit function:-
42
-
review the adequacy of scope, functions, competency and resources of the internal audit department and
that it has the necessary authority to carry out its work;
-
review internal audit programme;
-
ensure coordination of external audit with internal audit;
-
consider the major findings of internal audit investigations and management’s response, and ensure that
appropriate actions are taken on the recommendations of the internal audit function;
-
to monitor related party transactions entered into by the Company and its subsidiaries, and to ensure that the
Directors report such transactions annually to shareholders via the annual report;
-
to review and monitor the effectiveness of internal control systems and to evaluate the systems with the
external auditors;
(i)
To carry out such other responsibilities, functions or assignments as may be defined jointly by the Audit Committee
and the Board of Directors from time to time;
(j)
In compliance with Paragraph 15.16 of the Main Market Listing Requirements of BMSB (“Main Listing Requirements”),
where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved
resulting in a breach of the Main Listing Requirements, the Committee must promptly report such matter to
BMSB.
(9109-K)
ANNUAL REPORT 2015
FINANCIAL
STATEMENTS
44
Directors’ Report
50
Statement by Directors
50
Statutory Declaration
51
Independent Auditors’ Report
53
Statements of Financial Position
55
Statements of Profit or Loss
56
Statements of Other Comprehensive Income
57
Consolidated Statement of Changes in Equity
59
Statement of Changes in Equity
60
Consolidated Statement of Cash Flows
63
Statement of Cash Flows
64
Notes to the Financial Statements
144 Supplementary Information - Breakdown of
Retained Earnings Into Realised and Unrealised
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ANNUAL REPORT 2015
43
DIRECTORS’ REPORT
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of
the Company for the financial year ended 30 April 2015.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services to its subsidiary
companies.
The principal activities of the subsidiary companies consist of:
•
•
•
•
•
•
•
operation of Toto betting under Section 5 of the Pool Betting Act, 1967;
leasing of online lottery equipment and provision of software support;
manufacture and distribution of computerised lottery and voting systems;
property investment and development;
operation of hotel;
motor retailing and provision of aftersale services; and
investment holding and others.
Details of the subsidiaries are disclosed in Note 4 to the financial statements.
There have been no significant changes in the nature of the above principal activities during the financial year except for
dissolution of a subsidiary company as disclosed in Note 4 to the financial statements.
RESULTS
Group
RM’000
Profit/(loss) for the year
Company
RM’000
373,304
(103,458)
361,610
(103,458)
Attributable to:
Owners of the parent
11,694
Non-controlling interests
373,304
(103,458)
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the
financial statements.
In the opinion of the directors, the results of the Group and of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature other than as disclosed in Notes 29, 30 and
44 to the financial statements.
44
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ANNUAL REPORT 2015
DIRECTORS’ REPORT
DIVIDENDS
The amount of dividends paid by the Company since 30 April 2014 were as follows:
RM’000
In respect of the financial year ended 30 April 2014 as reported in the Directors’ Report of that year:
Fourth interim single tier exempt dividend of 7 sen per share on
1,348,118,886 ordinary shares with voting rights, paid on 8 August 2014
94,368 #
In respect of the financial year ended 30 April 2015:
First interim single tier exempt dividend of 5.5 sen per share on
1,348,118,886 ordinary shares with voting rights, paid on 16 October 2014
74,146
Second interim single tier exempt dividend of 6 sen per share on
1,344,394,100 ordinary shares with voting rights, paid on 13 February 2015
80,664
Third interim single tier exempt dividend of 5 sen per share on
1,344,394,100 ordinary shares with voting rights, paid on 28 April 2015
67,220
222,030
The directors declared and approved on 18 June 2015:
A fourth interim single tier exempt dividend of 5 sen per share
on 1,344,394,100 ordinary shares with voting rights, paid on
6 August 2015 in respect of financial year ended 30 April 2015
67,220 *
#
This dividend was accounted for in the shareholders’ equity as an appropriation of retained earnings in the financial
*
The financial statements for the current financial year do not reflect this dividend. This dividend will be accounted for
in the shareholders’ equity as an appropriation of retained earnings in the financial year ending 30 April 2016.
DIRECTORS
The directors of the Company in office since the date of the last report and at the date of this report are:
Cheah Tek Kuang
Seow Swee Pin
Chan Kien Sing
(9109-K)
ANNUAL REPORT 2015
45
DIRECTORS’ REPORT
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which
the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or
debentures of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed
salary of a full time employee of the Company as shown in Note 28(a) to the financial statements) by reason of a contract
made by the Company or a related corporation with any director or with a firm of which the director is a member, or
with a company in which the director has a substantial financial interest except as disclosed in Note 38 to the financial
statements.
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in
shares and debentures in the Company and its related corporations during the financial year were as follows:
The Company
Berjaya Sports Toto Berhad
Number of ordinary shares of RM0.10 each
At 1.5.14
Chan Kien Sing
Seow Swee Pin
Acquired
At 30.4.15
1,000,000
-
-
1,000,000
3,585
-
-
3,585
407,937
-
-
407,937
169,519 ^
-
-
169,519 ^
92,092
-
-
92,092
-
-
122,790
-
-
122,790
-
13,200
-
13,200
7,844 ^
Disposed
7,844 ^
Penultimate Holding Company
Berjaya Land Berhad
At 1.5.14
Acquired
Disposed
At 30.4.15
600,000
-
-
600,000
56,600,000 *
-
-
56,600,000 *
160,000
-
-
160,000
-
-
-
-
4,000 ^
46
(9109-K)
360,808
ANNUAL REPORT 2015
4,000 ^
360,808
DIRECTORS’ REPORT
DIRECTORS’ INTERESTS (CONT’D)
Ultimate Holding Company
Berjaya Corporation Berhad
Chan Kien Sing
At 1.5.14
Acquired
Disposed
At 30.4.15
2,222,847
-
-
2,222,847
599,416,995 *
-
-
599,416,995 *
5,000 ^
-
-
5,000 ^
47,688
-
-
47,688
217,388
-
-
217,388
143,300 ^
-
-
143,300 ^
-
-
1,020,548
1,020,548
Number of RM0.50 nominal value of 0% Irredeemable
Convertible Unsecured Loan Stocks 2005/2015
At 1.5.14
12,401,200 *
741
Acquired
Converted
-
-
-
-
At 30.4.15
12,401,200 *
741
Number of RM1.00 nominal value of 5% Irredeemable
Convertible Unsecured Loan Stocks 2012/2022
At 1.5.14
Acquired
Converted
At 30.4.15
2,620,500
-
-
2,620,500
87,029,000 *
-
-
87,029,000 *
1,000 ^
-
-
1,000 ^
Chan Kien Sing
10,000
-
-
10,000
40,000
-
-
40,000
25,200 ^
-
-
25,200 ^
-
-
2,516,508
At 30.4.15
2,516,508
Number of Warrants
At 1.5.14
Acquired
Converted
2,620,500
-
-
2,620,500
87,029,000 *
-
-
87,029,000 *
1,000 ^
-
-
1,000 ^
Chan Kien Sing
10,000
-
-
10,000
40,000
-
-
40,000
25,200 ^
-
-
25,200 ^
-
-
170,108
(9109-K)
170,108
ANNUAL REPORT 2015
47
DIRECTORS’ REPORT
DIRECTORS’ INTERESTS (CONT’D)
Related Company
Berjaya Food Berhad
At 1.5.14
Acquired
Disposed
At 30.4.15
1,877,560
-
-
1,877,560
under the Employees’ Share Option Scheme
*
^
At 1.5.14
Granted
Exercised
At 30.4.15
211,740
-
-
211,740
Denotes indirect interests.
Denotes indirect interests held pursuant to Section 134(12)(c) of the Companies Act, 1965.
Other than as disclosed above, none of the other directors in office at the end of the financial year had any interest in
shares and debentures in the Company or its related corporations during the financial year.
SHARE CAPITAL AND TREASURY SHARES
The number and carrying amounts of treasury shares as at 30 April were as follows:
Number of shares
Carrying amounts
2015
’000
2014
’000
2015
RM’000
2014
RM’000
Balance as at 1 May
2,911
7,840
11,860
32,907
Acquisition of additional treasury
shares during the year
3,725
25,690
12,852
103,695
Distribution of treasury shares as
share dividend during the year
-
Total treasury shares as at 30 April (Note 19)
6,636
(30,619)
2,911
24,712
(124,742)
11,860
As at 30 April 2015, the issued and paid up share capital of the Company with voting rights was 1,344,394,100 (2014 :
1,348,118,886) ordinary shares of RM0.10 each.
OTHER STATUTORY INFORMATION
(a) Before the statements of financial position, statements of profit or loss and statements of other comprehensive income
of the Group and of the Company were made out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that
adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in
the ordinary course of business had been written down to an amount which they might be expected so to realise.
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ANNUAL REPORT 2015
DIRECTORS’ REPORT
OTHER STATUTORY INFORMATION (CONT’D)
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements
of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or
inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report
or financial statements of the Group and of the Company which would render any amount stated in the financial
statements misleading.
(e) At the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; or
(ii) any contingent liability or financial guarantee of the Group or of the Company which has arisen since the end of
the financial year other than as disclosed in Note 36 to the financial statements.
(f) In the opinion of the directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period
of twelve months after the end of the financial year which will or may affect the ability of the Group or of the
Company to meet their obligations as and when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this report which is likely to affect substantially the results of the operations of the
Group or of the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
The significant events during the financial year are as disclosed in Note 45 to the financial statements.
SUBSEQUENT EVENT AFTER THE FINANCIAL YEAR
The subsequent event after the financial year is disclosed in Note 46 to the financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors dated 20 August 2015
DATO’ SRI ROBIN TAN YEONG CHING SEOW SWEE PIN
(9109-K)
ANNUAL REPORT 2015
49
STATEMENT BY DIRECTORS
Pursuant to Section 169(15) of the Companies Act, 1965
We, DATO’ SRI ROBIN TAN YEONG CHING and SEOW SWEE PIN, being two of the directors of BERJAYA SPORTS TOTO
BERHAD, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages
53 to 143 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the state of
affairs of the Group and of the Company as at 30 April 2015 and of the results and the cash flows of the Group and of the
Company for the year then ended.
The information set out in Note 48 on page 144 to the financial statements have been prepared in accordance with
Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board in accordance with a resolution of the directors dated 20 August 2015
DATO’ SRI ROBIN TAN YEONG CHING
SEOW SWEE PIN
STATUTORY DECLARATION
Pursuant to Section 169(16) of the Companies Act, 1965
I, SEOW SWEE PIN, being the director primarily responsible for the financial management of BERJAYA SPORTS TOTO BERHAD,
do solemnly and sincerely declare that the accompanying financial statements set out on pages 53 to 144 are in my
opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed }
SEOW SWEE PIN at Kuala Lumpur }
in the Federal Territory on 20 August 2015 }
SEOW SWEE PIN
Before me,
OOI AH BAH (W152)
Commissioner for Oaths
Kuala Lumpur, Malaysia
50
(9109-K)
ANNUAL REPORT 2015
INDEPENDENT AUDITORS’ REPORT
to the members of Berjaya Sports Toto Berhad
Report on the financial statements
We have audited the financial statements of Berjaya Sports Toto Berhad, which comprise the statements of financial
position as at 30 April 2015 of the Group and of the Company, and the statements of profit or loss, statements of other
comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company
for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out
on pages 53 to 143.
Directors’ responsibility for the financial statements
The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair
view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as at 30 April 2015 and of the financial performance and cash flows for the year then ended in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act,
1965 in Malaysia.
(9109-K)
ANNUAL REPORT 2015
51
INDEPENDENT AUDITORS’ REPORT
to the members of Berjaya Sports Toto Berhad
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Companies Act, 1965 to be kept by
the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with
the Companies Act, 1965.
(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not
acted as auditors, which are indicated in Note 4 to the financial statements, being financial statements that have
been included in the consolidated financial statements.
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation of
the consolidated financial statements and we have received satisfactory information and explanations required by
us for those purposes.
(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not
include any comment required to be made under Section 174(3) of the Act.
OTHER REPORTING RESPONSIBILITIES
The supplementary information set out in Note 48 on page 144 is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of
supplementary information in accordance with Guidance on Special Matter No.1, Determination of Realised and
Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as
issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad.
In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance
and the directive of Bursa Malaysia Securities Berhad.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this
report.
ERNST & YOUNG AF:0039 Chartered Accountants KUA CHOO KAI
2030/03/16(J)
Chartered Accountant
Kuala Lumpur, Malaysia
20 August 2015
52
(9109-K)
ANNUAL REPORT 2015
STATEMENTS OF FINANCIAL POSITION
as at 30 April 2015
Group
Company
Note
2015
RM’000
Restated
2014
RM’000
2015
RM’000
2014
RM’000
ASSETS
Non-current assets
Property, plant and equipment
3
166,478
165,398
2,763
3,683
Investment in subsidiary companies
4
-
-
6,181,520
6,596,200
Investment in associated companies
5
18,797
10,751
1,343
457
Long term investments
6
106,240
88,139
113
113
Investment properties
7
95,966
95,506
-
-
Deferred tax assets
8
23,692
16,991
-
-
Intangible assets
9
763,756
754,049
-
-
1,174,929
1,130,834
6,185,739
6,600,453
Current assets
Inventories
10
364,042
267,923
-
-
Receivables
11
278,312
261,313
78,510
105,955
2,210
563
78
78
Amounts due from subsidiary companies
12
-
-
221,146
175,981
Deposits with financial institutions
13
315,404
345,004
22,600
5,200
13
114,801
144,774
3,207
840
1,074,769
1,019,577
325,541
288,054
-
2,315
-
-
1,074,769
1,021,892
325,541
288,054
2,249,698
2,152,726
6,511,280
6,888,507
Tax recoverable
Cash and bank balances
Assets classified as held for sale
TOTAL ASSETS
7
(9109-K)
ANNUAL REPORT 2015
53
STATEMENTS OF FINANCIAL POSITION
as at 30 April 2015
Group
Company
Note
2015
RM’000
Restated
2014
RM’000
2015
RM’000
2014
RM’000
Share capital
14
135,103
135,103
135,103
135,103
Capital reserve
15
21,327
21,327
-
-
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Exchange reserve
16
59,800
26,083
-
-
Available-for-sale ("AFS") reserve
17
15,560
18,667
-
-
Retained earnings
18
477,419
439,186
5,597,194
6,017,050
709,209
640,366
5,732,297
6,152,153
(24,712)
(11,860)
684,497
628,506
5,707,585
6,140,293
71,070
75,129
-
-
755,567
703,635
5,707,585
6,140,293
Equity funds
Treasury shares
19
Net equity funds
Total equity
(24,712)
(11,860)
Non-current liabilities
Retirement benefit obligations
20
3,818
3,462
-
-
Long term borrowings
21
495,000
400,000
-
-
Other long term liabilities
22
1,551
1,436
540
532
8
3,664
4,765
114
215
504,033
409,663
654
747
200,000
333,725
-
113,414
Deferred tax liabilities
Current liabilities
Short term borrowings
23
Provisions
24
1,095
1,581
-
-
Payables
25
782,536
692,780
2,955
1,523
Amounts due to subsidiary companies
26
-
-
800,086
632,530
6,467
11,342
-
-
990,098
1,039,428
803,041
747,467
TOTAL LIABILITIES
1,494,131
1,449,091
803,695
748,214
TOTAL EQUITY AND LIABILITIES
2,249,698
2,152,726
6,511,280
6,888,507
Tax payable
The accompanying notes form an integral part of these financial statements.
54
(9109-K)
ANNUAL REPORT 2015
STATEMENTS OF PROFIT OR LOSS
for the Financial Year Ended 30 April 2015
Group
Note
Revenue
27
Cost of sales
2015
RM’000
2014
RM’000
2015
RM’000
2014
RM’000
5,288,356
4,340,839
355,885
605,158
(4,126,744)
(3,350,577)
-
-
355,885
605,158
-
-
1,161,612
GROSS PROFIT
Company
990,262
Selling and distribution expenses
(269,181)
(197,479)
General and administrative expenses
(366,433)
(257,168)
(19,695)
(19,023)
PROFIT BEFORE OTHER
INCOME AND EXPENSES
28
525,998
535,615
336,190
586,135
Investment related income
29
21,664
28,682
-
-
Investment related expenses
30
Other income
31
Finance costs
32
(154)
(34,854)
26,610
22,634
574,118
(45,340)
(1,630)
12,932
10,940
552,077
(65,816)
595,445
(41,692)
(37,743)
(40,872)
5,234
Share of results of associated companies
(414,938)
-
(663)
534,012
509,722
(160,708)
(166,026)
373,304
343,696
(103,458)
554,722
361,610
328,706
(103,458)
554,722
11,694
14,990
373,304
343,696
- Basic (sen)
26.86
24.66
- Diluted (sen)
26.86
24.66
PROFIT/(LOSS) BEFORE TAX
Taxation
33
PROFIT/(LOSS) FOR THE YEAR
(103,559)
-
101
554,573
149
ATTRIBUTABLE TO:
Earnings per share attributable
to owners of the parent
DIVIDENDS PER SHARE (SEN)
(103,458)
554,722
34
35
- First interim dividend
5.50
4.00
- Second interim dividend
6.00
6.00
-
9.50
- Third interim dividend - share dividend
- Third interim dividend
5.00
-
- Fourth interim dividend
5.00
7.00
(9109-K)
ANNUAL REPORT 2015
55
STATEMENTS OF OTHER COMPREHENSIVE INCOME
Group
Note
PROFIT/(LOSS) AFTER TAXATION
Company
2015
RM’000
Restated
2014
RM’000
373,304
343,696
2015
RM’000
2014
RM’000
(103,458)
554,722
OTHER COMPREHENSIVE INCOME
Items that may be reclassified
subsequently to profit or loss
Net changes on available-for-sale
(“AFS”) financial assets
- Changes in fair value
of AFS investments
(3,072)
- Reclassification of AFS
investment to investment
in subsidiary company
-
- Disposals of AFS investments
transferred to profit or loss
26,606
-
-
(13,238)
-
-
(4,055)
-
-
12,377
-
-
(554)
30,016
Effects of foreign exchange differences
Items that will not be reclassified
Actuarial loss recognised in
defined benefit pension scheme
20(ii)
Tax effect relating to components
of other comprehensive income
TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR THE YEAR
(543)
(191)
-
-
149
(49)
-
-
399,300
365,146
(103,458)
554,722
391,899
350,048
(103,458)
554,722
7,401
15,098
399,300
365,146
TOTAL COMPREHENSIVE
INCOME/(LOSS) ATTRIBUTABLE TO:
56
(9109-K)
ANNUAL REPORT 2015
(103,458)
554,722
(9109-K)
ANNUAL REPORT 2015
57
135,103
GROUP
As at 1 May 2013
-
- prior year adjustments (Note 44)
- as restated
-
- as restated
-
- as restated
Distribution of treasury shares as
share dividend (Notes 19 and 35)
Dividends (Note 35)
Purchase of treasury shares (Note 19)
Total transactions with owners
135,103
-
As at 30 April 2014
-
- as reported
Arising from increase in equity
interest in a subsidiary company
-
- as reported
Acquisition of a subsidiary company
Transactions with owners
-
- as reported
Total comprehensive income for the year
Share
capital
RM’000
(11,860)
21,047
(103,695)
-
124,742
-
-
-
-
-
-
-
-
-
(32,907)
Treasury
shares
RM’000
21,327
-
-
-
-
-
-
-
-
-
-
-
-
-
21,327
Capital
reserve
RM’000
26,083
-
-
-
-
-
-
-
-
-
-
13,086
6,379
6,707
12,997
Exchange
reserve
RM’000
18,667
-
-
-
-
-
-
-
-
-
-
8,243
-
8,243
10,424
AFS
reserve
RM’000
439,186
(312,754)
-
(186,800)
(124,742)
(1,212)
(144)
(1,068)
-
-
-
328,719
-
328,719
423,221
Retained
earnings
RM’000
Distributable
Attributable to Owners of the Parent
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
628,506
(291,707)
(103,695)
(186,800)
-
(1,212)
(144)
(1,068)
-
-
-
350,048
6,379
343,669
570,165
Total to
owners of
parent
company
RM’000
75,129
16,982
-
-
-
(773)
-
(773)
17,755
(4,455)
22,210
15,098
478
14,620
43,049
Noncontrolling
interests
RM’000
703,635
(274,725)
(103,695)
(186,800)
-
(1,985)
(144)
(1,841)
17,755
(4,455)
22,210
365,146
6,857
358,289
613,214
Total
equity
RM’000
58
(9109-K)
ANNUAL REPORT 2015
(12,852)
(12,852)
(24,712)
135,103
Dividends (Note 35)
Dividends of a subsidiary company
paid to non-controlling interests
21,327
-
-
-
-
-
-
21,327
-
21,327
Capital
reserve
RM’000
59,800
-
-
-
-
-
33,717
26,083
6,379
19,704
Exchange
reserve
RM’000
15,560
-
-
-
-
-
(3,107)
18,667
-
18,667
AFS
reserve
RM’000
477,419
(323,056)
-
-
(316,398)
(6,658)
361,289
439,186
(144)
439,330
Retained
earnings
RM’000
Distributable
Attributable to Owners of the Parent
As at 30 April 2015
-
-
Arising from increase in equity
interest in a subsidiary company
As restated
-
(11,860)
135,103
At 1 May 2014
-
(11,860)
135,103
GROUP (CONT’D)
Treasury
shares
RM’000
Share
capital
RM’000
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
684,497
(335,908)
(12,852)
-
(316,398)
(6,658)
391,899
628,506
6,235
622,271
Total to
owners of
parent
company
RM’000
71,070
(11,460)
-
(756)
-
(10,704)
7,401
75,129
(3,977)
79,106
Noncontrolling
interests
RM’000
755,567
(347,368)
(12,852)
(756)
(316,398)
(17,362)
399,300
703,635
2,258
701,377
Total
equity
RM’000
STATEMENT OF CHANGES IN EQUITY
Distributable
COMPANY
Share
capital
RM’000
As at 1 May 2013
135,103
Treasury
shares
RM’000
(32,907)
Retained
earnings
RM’000
Total
equity
RM’000
5,773,870
5,876,066
554,722
554,722
-
-
Distribution of treasury shares
as share dividend (Notes 19 and 35)
-
124,742
(124,742)
Dividends (Note 35)
-
-
(186,800)
-
-
(103,695)
21,047
-
(186,800)
(103,695)
(311,542)
(290,495)
As at 30 April 2014
135,103
(11,860)
6,017,050
6,140,293
As at 1 May 2014
135,103
(11,860)
6,017,050
6,140,293
Total comprehensive loss for the year
-
-
(103,458)
(103,458)
Dividends (Note 35)
-
-
(316,398)
(316,398)
-
(12,852)
-
(12,852)
135,103
(24,712)
As at 30 April 2015
-
(12,852)
(316,398)
5,597,194
(329,250)
5,707,585
(9109-K)
ANNUAL REPORT 2015
59
CONSOLIDATED STATEMENT OF CASH FLOWS
Group
2015
RM’000
Restated
2014
RM’000
5,580,875
4,591,252
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
(4,478,360)
(3,410,032)
Payments for pool betting duties, gaming tax and other government contributions
(536,931)
(616,966)
Payment of taxes
(175,053)
(180,181)
Payments to prize winners, suppliers and for other operating expenses
Refund of taxes
Other receipts
Net cash generated from operating activities
24
271
105
81
390,660
384,425
914
1,180
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of investment properties (Note A)
4,653
1,818
Proceeds from disposal of long term investments
1,950
17,850
Proceeds from disposal of short term investments
-
3,771
Acquisition of property, plant and equipment (Note B)
Acquisition of investment in an associated company
Acquisition of investment in a subsidiary company (Note F)
Acquisition of a business operation (Note 9(a))
Acquisition of additional equity interest in a subsidiary company
Acquisition of investment properties (Note C)
(28,301)
(1,029)
(1,901)
(12,927)
(188)
Acquisition of treasury shares from
non-controlling interests by a foreign subsidiary company
(17,362)
Acquisition of long term investments
(17,468)
(75,118)
(1,841)
(821)
(33,490)
2,141
5,753
Interest received
15,389
12,183
Other receipts arising from investments
19,015
3,068
Dividend received
Deposit placements with investment bankers
Other payments arising from investments
Net cash used in investing activities
60
(28,215)
(9109-K)
ANNUAL REPORT 2015
-
(41,551)
(13,365)
(41,501)
(46,492)
(178,901)
Group
2015
RM’000
Restated
2014
RM’000
295,000
180,000
(180,000)
(150,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of medium term notes
Repayment of medium term notes
-
Drawdown of borrowings
(153,725)
Repayment of borrowings
(746)
(567)
(41,753)
(315,213)
(188,901)
(1,389)
Dividends paid to non-controlling interests of a subsidiary company
-
(12,852)
(104,118)
(2,698)
(208)
(414,492)
(151,822)
Treasury shares acquired (Note D)
Placements in banks as security pledged for borrowings
Net cash used in financing activities
(32,982)
(42,869)
Repayment of hire purchase liabilities
Finance costs paid
Dividends paid to shareholders of the Company
186,707
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(70,324)
53,702
CASH AND CASH EQUIVALENTS AS AT 1 MAY
489,570
429,626
8,053
6,242
427,299
489,570
Proceeds from current year disposal
2,571
1,818
Proceeds from previous year disposal
2,082
-
Effects of exchange rate changes
CASH AND CASH EQUIVALENTS AS AT 30 APRIL (Note E)
Note A
Proceeds from disposal of investment properties
-
2,082
4,653
3,900
617
1,341
28,215
28,301
836
-
29,668
29,642
-
821
Proceeds received in the subsequent year
Note B
Acquisition of property, plant and equipment
Hire purchase
Cash
Acquisition of a business operation
Note C
Acquisition of investment properties
Payment for current year acquisition
Payment for previous year acquisition
188
-
-
234
188
1,055
12,852
104,118
Outstanding sum classified as payables
Note D
Treasury shares acquired (Note 19)
Cash
-
Less : Payment made for previous year acquisition
12,852
(9109-K)
(423)
103,695
ANNUAL REPORT 2015
61
Group
Note E
2015
RM’000
Restated
2014
RM’000
Deposits with financial institutions (Note 13)
315,404
345,004
114,801
144,774
430,205
489,778
Cash and cash equivalents comprise the following:
Less : Cash and cash equivalents restricted for use
- Deposits with financial institutions (Note 13)
Note F
(208)
427,299
489,570
-
42,795
Analysis of the effects of the acquisition of a
subsidiary company on cash flows was as follows:
Property, plant and equipment (Note 3)
Net other assets acquired
-
18,486
-
(17,755)
Dealership rights on consolidation (Notes 4(a) and 9)
-
52,529
Goodwill on consolidation (Notes 4(a) and 9)
-
48,690
Net assets acquired
-
144,745
Excluding: Cash and cash equivalents of subsidiary company acquired
-
(54,078)
Carrying amount previously accounted
for as available-for-sale investments (Note 4(a))
-
(15,549)
Cash flow on acquisition (net of cash in subsidiary company acquired)
-
75,118
62
(2,906)
(9109-K)
ANNUAL REPORT 2015
STATEMENT OF CASH FLOWS
Company
2015
2014
RM’000
RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
Payment for operating expenses
(18,951)
(17,729)
Dividends received
383,137
200,806
364,186
183,077
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
(87)
Acquisition of property, plant and equipment (Note A)
71
Proceeds from disposal of property, plant and equipment
392
Interest received
(1,029)
Acquisition of investment in an associated company
(296)
658
(1,901)
Advances from subsidiary companies
131,802
22,005
Advances given to subsidiary companies
(32,993)
(19,741)
Net cash generated from investing activities
98,156
725
CASH FLOWS FROM FINANCING ACTIVITIES
(315,213)
(188,901)
Interest paid
(925)
(4,942)
Repayment of hire purchase liabilities
(171)
Dividends paid
-
Drawdown of borrowings
(113,414)
Repayment of borrowings
(89)
113,414
-
Treasury shares acquired (Note B)
(12,852)
(104,118)
Net cash used in financing activities
(442,575)
(184,636)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
19,767
CASH AND CASH EQUIVALENTS AS AT 1 MAY
CASH AND CASH EQUIVALENTS AS AT 30 APRIL (Note C)
Note A
6,040
6,874
25,807
6,040
215
647
87
296
302
943
12,852
104,118
Acquisition of property, plant and equipment
Hire purchase
Cash
Note B
Treasury shares acquired (Note 19)
Cash
-
Less : Payment made for previous year acquisition
Note C
(834)
(423)
12,852
103,695
22,600
5,200
3,207
840
25,807
6,040
Cash and cash equivalents comprise the following:
Deposits with financial institutions (Note 13)
(9109-K)
ANNUAL REPORT 2015
63
NOTES TO THE FINANCIAL STATEMENTS
30 April 2015
1
CORPORATE INFORMATION
The principal activities of the Company are investment holding and provision of management services to its
subsidiary companies.
The principal activities of the subsidiary companies consist of:
•
operation of Toto betting under Section 5 of the Pool Betting Act, 1967;
•
leasing of online lottery equipment and provision of software support;
•
manufacture and distribution of computerised lottery and voting systems;
•
property investment and development;
•
operation of hotel;
•
motor retailing and provision of aftersale services; and
•
investment holding and others.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main
Market of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Lot 13-01A, Level 13
(East Wing), Berjaya Times Square, No. 1 Jalan Imbi 55100 Kuala Lumpur.
The penultimate holding and ultimate holding companies of the Company are Berjaya Land Berhad and Berjaya
Corporation Berhad (“BCorp”) respectively, both of which are incorporated and domiciled in Malaysia and listed on
the Main Market of Bursa Malaysia Securities Berhad.
Related companies in the financial statements refer to member companies of the BCorp group of companies other
than subsidiary companies of the Company.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors on 20 August 2015.
2
SIGNIFICANT ACCOUNTING POLICIES
2.1 BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared on a historical cost basis
unless otherwise indicated in the accounting policies below and comply with Malaysian Financial Reporting
Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the Companies Act,
1965 in Malaysia.
The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the nearest
thousand (“RM’000”) except otherwise indicated.
2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Subsidiaries and basis of consolidation
The consolidated financial statements incorporate the financial statements of the Group and all its
subsidiary companies, which are prepared up to end of the same financial year.
Subsidiary companies are those investees controlled by the Group. The Group controls an investee if and
only if the Group has all the following:
(i)
(ii)
(iii)
64
power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
exposure, or rights, to variable returns from its investment with the investee; and
the ability to use its power over the investee to affect its returns.
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SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(a) Subsidiaries and basis of consolidation (Cont’d)
When the Group has less than a majority of the voting rights of an investee, the Group considers the
following in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power
over the investee:
(i)
the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders;
(ii) potential voting rights held by the Group, other vote holders or other parties;
(iii) rights arising from other contractual arrangements; and
(iv) any additional facts and circumstances that indicate that the Group has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made, including
voting patterns at previous shareholders’ meetings.
Subsidiary companies are consolidated using the acquisition method of accounting. Under the acquisition
method of accounting, subsidiary companies are consolidated from the date of acquisition, being the
date on which the Group obtains control, and continue to be consolidated until that date such control
ceases.
The cost of acquisition of a subsidiary company depends on whether it is a business combination, in
accordance to the specifications in MFRS 3, or not. If it is not a business combination, the cost of acquisition
consists of the consideration transferred (“CT”). The CT is the sum of fair values of the assets transferred
by the Group, the liabilities incurred by the Group to the former owners of the acquiree and the equity
instruments issued by the Group in exchange for control of the acquiree on the date of acquisition,
the amount of any non-controlling interests in the acquiree and any contingent consideration. For an
acquisition that is not a business combination, the acquisition-related costs can be capitalised as part of
the cost of acquisition. If it is a business combination, the cost of acquisition (or specifically, the cost of
business combination) consists of CT and the amount of any non-controlling interests in the acquiree, the
fair value of the Group’s previously held equity interest in the acquiree and any contingent consideration.
For an acquisition that is a business combination, the acquisition-related costs are recognised in profit or
loss as incurred.
When control in a business is acquired in stages, the previously held equity interests in the acquiree are
re-measured to fair value at the acquisition date with any corresponding gain or loss recognised in profit
or loss.
Any excess of the business combination, as the case maybe, over the net amount of the fair value of
identifiable assets acquired and liabilities assumed is recognised as goodwill. For business combination,
provisions are made for the acquiree’s contingent liabilities existing at the date of acquisition as the Group
deems that it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligations.
Any excess in the Group’s interest in the net fair value of the identifiable assets acquired and liabilities
assumed over the cost of business combination is recognised immediately in profit or loss.
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The contingent consideration to be transferred by the acquirer will be recognised at fair value at the date
of acquisition. Changes in the fair value of the contingent consideration that qualify as measurement
period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information obtained during
the “measurement period” (which cannot exceed one year from the date of acquisition) about the facts
and circumstances that existed at the date of acquisition. The subsequent accounting for changes in
the fair value of the contingent consideration that do not qualify as measurement period adjustments
depends on how the contingent consideration is classified. Contingent consideration that is classified as
equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for
within equity. Contingent consideration that is classified as an asset or liability is re-measured at subsequent
reporting dates in accordance with MFRS 139: Financial Instruments - Recognition and Measurement or
MFRS 137: Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding
gain or loss being recognised in profit or loss.
Uniform accounting policies are adopted in the consolidated financial statements for similar transactions
and other events in similar circumstances. In the preparation of the consolidated financial statements,
the financial statements of all subsidiary companies are adjusted for the material effects of dissimilar
accounting policies. Intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
Profit or loss and each component of other comprehensive income are attributed to the non-controlling
interests, even if this results in the non-controlling interests having a deficit balance.
Non-controlling interests represent the equity in subsidiary companies not attributable, direct or indirectly,
to the Group which consist of the amount of those non-controlling interests at the date of original
combination, and the non-controlling interests’ share of changes in the equity since the date of the
combination.
Non-controlling interests are presented in the consolidated statement of financial position within equity,
separately from the equity of the owners of the parent.
Equity instruments and equity components of hybrid financial instruments issued by subsidiary companies
but held by the Group will be eliminated on consolidation. Any difference between the cost of investment
and the value of the equity instruments or the equity components of hybrid financial instruments will be
recognised immediately in equity upon elimination.
When there is a share buyback by a subsidiary company, the accretion of the Group’s interest is
recognised as a deemed acquisition of additional equity interest in the subsidiary company. Any
differences between the consideration of the share buyback over the Group’s revised interest in the
net fair value of the identifiable assets acquired and liabilities assumed is recognised directly in equity
attributable to owners of the parent.
Changes in the Group’s ownership interests in subsidiary company that do not result in the Group losing
control over the subsidiary company are accounted for as equity transactions. The carrying amounts of
the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiary companies. Any difference between the amount by which the non-controlling
interests are adjusted and the fair value of consideration paid or received is recognised directly in equity
and attributed to the owners of the Company.
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When the Group loses control of a subsidiary company, a gain or loss is calculated as the difference
between:
(i)
(ii)
the aggregate of the fair value of the consideration received and the fair value of any retained
interest; and
the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary
company and any non-controlling interest;
is recognised in profit or loss. The subsidiary company’s cumulative gain or loss which has been recognised
in other comprehensive income and accumulated in equity are reclassified to profit or loss or where
applicable, transferred directly to retained earnings. The fair value of any investment retained in the
former subsidiary company at the date control is lost is regarded as the cost on initial recognition of the
investment.
In the Company’s separate financial statements, investments in subsidiary companies are stated at cost
less impairment losses.
(b) Associated companies
Associated companies are entities in which the Group has significant influence. Significant influence is the
power through board representations to participate in the financial and operating policy decisions of the
investee but is not control or joint control over those policies.
Investments in associated companies are accounted for in the consolidated financial statements using
the equity method of accounting based on the latest audited financial statements and supplemented by
management financial statements of the associated companies made up to the Group’s financial year
end. Uniform accounting policies are adopted for like transactions and events in similar circumstances.
On acquisition of an investment in associated company, any excess of the cost of investment over the
Group’s share of net fair value of the identifiable assets acquired and liabilities assumed of the investee
is recognised as goodwill and included in the carrying amount of the investment and is not amortised.
Any excess of the Group’s share of net fair value of the associated company’s identifiable assets acquired
and liabilities assumed over the cost of investment is included as income in the determination of the
Group’s share of associated company’s profit or loss in the period in which the investment is acquired.
Under the equity method, the investment in associated company is recognised at cost on initial
recognition, and the carrying amount is increased or decreased to recognise the Group’s share of profit
or loss and other comprehensive income of the associated company after the date of acquisition, less
impairment losses. The Group’s share of comprehensive income of associated companies acquired or
disposed of during the financial year, is included in the consolidated profit or loss from the date that
significant influence effectively commences or until the date that significant influence effectively ceases,
as appropriate.
Unrealised gains and losses on transactions between the Group and the associated companies are
eliminated to the extent of the Group’s interest in the associated companies.
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(b) Associated companies (Cont’d)
When the Group’s share of losses equals or exceeds its interest in an equity accounted associated
company including any long-term interest that, in substance, form part of the Group’s net investment in
the associated company, the carrying amount of that interest is reduced to nil and the recognition of
further losses is discontinued except to the extent that the Group has legal and constructive obligations
or has made payment on behalf of the associated company.
In the Company’s separate financial statements, investment in associated companies are stated at cost
less impairment losses.
(c) Intangible assets
(i)Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the
cost of business combination over the Group’s interest in the net fair value of the identifiable assets
acquired and liabilities assumed. Following the initial recognition, goodwill is measured at cost
less any accumulated impairment losses. Goodwill is reviewed for impairment, annually or more
frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the
entity sold.
(ii)
Dealership rights
The cost of dealership rights acquired in a business combination is at their fair value at the date
of acquisition. Following the initial recognition, the dealership rights are carried at cost less any
accumulated impairment losses. The dealership rights are assessed and recognised based on the
dealership agreements signed with the selected luxury brand car manufacturers that satisfied the
criterion to be separately identified as intangible assets and highly likely to contribute significant
future economic benefits. The dealership rights, which are considered to have indefinite useful
lives, are not amortised but tested for impairment, annually or more frequently, when indications of
impairment are identified. The useful lives of dealership rights are reviewed annually to determine
whether indefinite life assessment continues to be supportable. If not, the change in the useful life
assessment from indefinite to finite is made on prospective basis.
(iii) Other intangible assets
68
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is at their fair values as at the date of
acquisition. The intangible assets acquired separately are measured on initial recognition at cost.
Following initial recognition, intangible assets are carried at cost less accumulated amortisation and
any accumulated impairment losses. Intangible assets with finite lives are amortised on a straight line
basis over the estimated economic useful lives and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortisation period and the amortisation
method for an intangible asset are reviewed yearly at each reporting date.
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(d) Property, plant and equipment and depreciation
All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in
the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Group and the Company and
the cost of the item can be measured reliably. Subsequent to recognition, when a property, plant and
equipment are required to be replaced in intervals, the Group and the Company recognise such parts as
individual assets with specific useful lives. All other repairs and maintenance are charged to profit or loss
during the financial period in which they are incurred.
Except for freehold land, subsequent to recognition, property, plant and equipment are stated at cost
less accumulated depreciation and any accumulated impairment losses.
Freehold land has an unlimited useful life and therefore is not depreciated but reviewed at each
reporting date to determine whether there is an indication of impairment. Capital work-in-progress are
also not depreciated as these assets are not available for use. Depreciation of other property, plant and
equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value
over the estimated useful life, at the following annual rates:
Leasehold land and buildings
Amortised over the lease period
Buildings
2%
Plant and machinery
10% - 33%
Computer equipment
10% - 33%
Office equipment
10% - 67%
Furniture and fittings
10% - 20%
Motor vehicles
20% - 33%
Renovations
10% - 20%
Gym equipment
20%
Hotel and kitchen equipment and utensils
20%
The residual values, useful life and depreciation method are reviewed at each financial year end to
ensure that the amount, method and period of depreciation are consistent with previous estimates and
the expected pattern of consumption of the future economic benefits embodied in the items of property,
plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gains or losses on the derecognition of the asset are
included in profit or loss in the year the asset is derecognised.
(e) Investment properties
Investment properties are properties which are held either to earn rental income or for capital appreciation
or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at fair value. Fair value is arrived at by reference to market
evidence of transaction prices for similar properties and the valuation is performed by independent
professional valuers.
Gains or losses arising from changes in the fair values of investment properties are recognised in profit or
loss in the year in which they arise.
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(e) Investment properties (Cont’d)
Investment properties are derecognised when either they have been disposed of or when the investment
property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss
in the year in which they arise.
When an item of investment property carried at fair value is transferred to property, plant and equipment
following a change in its use, the property’s deemed cost for subsequent accounting in accordance with
MFRS 116: Property, Plant and Equipment shall be its fair value at the date of change in use.
When an item of property, plant and equipment is transferred to investment properties following a
change in its use, any difference arising at the date of transfer between the carrying amount of the item
immediately prior to transfer and its fair value is recognised directly in other comprehensive income.
However, if such fair value gain reverses a previous impairment loss, the gain is recognised in profit or
loss. Upon disposal of the investment property, any surplus previously recorded in other comprehensive
income is transferred to retained earnings.
(f)
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets, other than investment properties, inventories,
deferred tax assets and non-current assets (or disposal groups) held for sale, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists,
the asset’s recoverable amount is estimated to determine the amount of impairment loss.
For goodwill, intangible assets that have an indefinite useful life and intangible assets that are not yet
available for use, the recoverable amount is estimated at each reporting date or more frequently when
there are indications of impairment.
For the purpose of impairment testing of these assets, recoverable amount is determined on an individual
asset basis unless the asset does not generate cash flows that are largely independent of those from other
assets. If this is the case, recoverable amount is determined for the cash-generating unit (“CGU”) to which
the asset belongs to. Goodwill acquired in a business combination is, from the acquisition date, allocated
to each of the Group’s CGUs, or groups of CGUs, that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or
groups of units.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value
in use. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset
is considered impaired and is written down to its recoverable amount. Impairment losses recognised in
respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in
the unit or groups of units on a pro-rata basis.
An impairment loss is recognised in profit or loss in the period, in which it arises, unless the asset is carried at
a revalued amount in which the impairment loss is accounted for as a revaluation decrease to the extent
that the impairment loss does not exceed that amount held in the fair value reserve for the same asset.
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(f)
Impairment of non-financial assets (cont’d)
Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other
than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an
asset other than goodwill is increased to its revised recoverable amount, provided that this amount does
not exceed the carrying amount that would have been determined (net of amortisation or depreciation)
had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an
asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued amount, in
which case, such reversal is treated as a revaluation increase.
(g)Inventories
Inventories are stated at the lower of cost and net realisable value. Cost, in the case of work-in-progress
and finished goods, comprises raw materials, direct labour and an attributable proportion of production
overheads. Cost is determined on the first-in first-out basis and weighted average cost method. Net
realisable value represents the estimated selling price less all estimated costs to completion and the
estimated costs necessary to make the sale.
Vehicles used for demonstration purposes are valued at cost less appropriate charge for use. Vehicles on
consignment are included in inventories when substantially all of the principal benefits and inherent risks
rest with the Group. The corresponding consignment liability after deducting any deposits is classified as
manufacturers’ vehicle stocking loans.
(h)
Fair value measurement
The Group measures financial instruments, such as, derivatives, and certain non-financial assets such as
investment properties, at fair value at each reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(i)
(ii)
in the principal market for the asset or liability; or
in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to the Group.
The fair value of an asset or liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
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(h)
Fair value measurement (Cont’d)
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair
value measurement as a whole as described in Note 39.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end
of each reporting period.
For the purpose of fair value disclosures, the Group determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset and liability and the level of the fair value hierarchy as
explained above.
(i)
Financial assets
Financial assets are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial
assets not at fair value through profit or loss, directly attributable transaction costs.
The Group and the Company determine the classification of their financial assets at initial recognition,
and the categories include financial assets at fair value through profit or loss, loans and receivables, heldto-maturity investments and available-for-sale financial assets.
The Group and the Company categorise the financial assets as follows:
(i)
Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are
classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the
effective interest method. Gains and losses are recognised in profit or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process.
Loans and receivables are classified as current assets, except for those having maturity dates later
than 12 months after the reporting date which are classified as non-current.
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(i)
Financial assets (Cont’d)
(ii)
Available-for-sale financial assets
Available-for-sale financial assets are financial assets that are designated as available for sale or
are not classified in fair value through profit or loss, loans and receivables and held-to-maturity
investments.
After initial recognition, available-for-sale financial assets are measured at fair value. Any gains
or losses from changes in fair value of the financial asset are recognised in other comprehensive
income, except impairment losses, foreign exchange gains and losses on monetary instruments
and interest calculated using the effective interest method are recognised in profit or loss. The
cumulative gain or loss previously recognised in other comprehensive income is reclassified from
equity to profit or loss as a reclassification adjustment when the financial asset is derecognised.
Interest income calculated using the effective interest method is recognised in profit or loss.
Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group
and the Company’s right to receive payment is established.
Investment in equity instruments whose fair value cannot be reliably measured are measured at
cost less impairment loss.
Available-for-sale financial assets are classified as non-current asset unless they are expected to be
realised within 12 months after the reporting date.
A financial asset is derecognised where the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that had been recognised in
other comprehensive income is recognised in profit or loss.
(j)
Impairment of financial assets
The Group and the Company assess at each reporting date whether there is any objective evidence that
a financial asset is impaired.
(i)
Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group and the Company consider factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments. For
certain categories of financial assets, such as trade receivables, assets that are assessed not to
be impaired individually are subsequently assessed for impairment on a collective basis based on
similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could
include the Group’s and the Company’s past experience of collecting payments, an increase in
the number of delayed payments in the portfolio past the average credit period and observable
changes in national or local economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows discounted at
the financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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(j)
Impairment of financial assets (Cont’d)
(i)
Trade and other receivables and other financial assets carried at amortised cost (Cont’d)
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through the
use of an allowance account. When a trade receivable becomes uncollectible, it is written off
against the allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can
be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed to the extent that the carrying amount of the asset does
not exceed its amortised cost had the impairment not been recognised at the reversal date. The
amount of reversal is recognised in profit or loss.
(ii)
Unquoted equity securities carried at cost
If there is objective evidence (such as significant adverse changes in the business environment
where the issuer operates, probability of insolvency or significant financial difficulties of the issuer)
that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss
is measured as the difference between the asset’s carrying amount and the Group and Company’s
share of net assets of the issuer or the present value of estimated future cash flows discounted at the
current market rate of return for a similar financial asset. Such impairment losses are not reversed in
subsequent periods.
(iii) Available-for-sale financial assets
Significant financial difficulties of the issuer or obligor, and the disappearance of an active trading
market are considerations to determine whether there is objective evidence that investment
securities classified as available-for-sale financial assets are impaired. A significant or prolonged
decline in the fair value of investments in equity instruments below its cost is also an objective
evidence of impairment.
If an available-for-sale financial asset is impaired, the difference between its cost (net of any
principal payment and amortisation) and its current fair value, less any impairment loss previously
recognised in profit or loss is transferred from equity to profit or loss.
Impairment losses on available-for-sale equity instruments are not reversed in profit or loss in the
subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other
comprehensive income. For available-for-sale debt instruments, impairment losses are subsequently
reversed in profit or loss if an increase in the fair value of the investment can be objectively related
to an event occurring after the recognition of the impairment loss in profit or loss.
(k)
Cash and cash equivalents
For the purposes of the statements of cash flow, cash and cash equivalents include cash on hand and at
bank, deposits at call and short term highly liquid investments which have an insignificant risk of changes
in value, net of outstanding bank overdrafts, if any.
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(l)
Financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability.
Financial liabilities are recognised in the statement of financial position when, and only when, the Group or
the Company become a party to the contractual provisions of the financial instrument. Financial liabilities
are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
The Group and the Company categorise the financial liabilities as follows:
(i)
Other financial liabilities
Other financial liabilities of the Group and the Company include trade payables, other payables,
loans and borrowings.
Trade and other payables are recognised initially at fair value net of directly attributable transaction
costs and subsequently measured at amortised cost using the effective interest method.
Loans and borrowings are recognised initially at fair value net of transaction cost incurred and
subsequently measured at amortised cost using the effective interest method. Borrowings are
classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date.
For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are
derecognised, and through the amortisation process.
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated
as a derecognition of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in profit or loss.
(m) Equity instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the
period in which they are declared and approved for payment.
The transaction costs of an equity transaction are accounted for as a deduction from equity. Equity
transaction costs comprise only those incremental external costs directly attributable to the equity
transaction which would otherwise have been avoided.
The consideration paid, including attributable transaction costs on repurchased ordinary shares of the
Company that have not been cancelled, are classified as treasury shares and presented as a deduction
from equity. No gain or loss is recognised in profit or loss on the sale, reissuance or cancellation of
treasury shares. Treasury shares may be acquired and held by the Company or its subsidiary companies.
Consideration paid or received is recognised directly in equity.
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(n)
Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to
the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences
when the activities to prepare the asset for its intended use or sale are in progress and the expenditures
and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially
completed for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs
consist of interest and other costs that the Group and the Company incurred in connection with the
borrowing of funds.
(o)Leases
(i)
As lessee
Finance leases, which transfer to the Group and the Company substantially all the risks and rewards
incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair
value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial
direct costs are also added to the amount capitalised. Lease payments are apportioned between
the finance charges and reduction of the lease liability so as to achieve a constant rate of interest
on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent
rents, if any, are charged as expenses in the period in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset. However, if there is no
reasonable certainty that the Group or the Company will obtain ownership by the end of the lease
term, the asset is depreciated over the shorter of the estimated useful life and the lease term.
Operating lease payments are recognised as an expense in the profit or loss on a straight-line basis
over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a
reduction of rental expense over the lease term on a straight-line basis.
(ii)
As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset
are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are
added to the carrying amount of the leased asset and recognised over the lease term on the same
bases as rental income. The accounting policy for rental income is set out in Note 2.2(t)(iv).
When the assets are leased out under an operating lease, the asset is included in the statements
of financial position based on the nature of the asset. Lease income is recognised over the term of
lease on a straight-line basis.
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(p)Taxes
(i)
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items
recognised outside profit or loss, either in other comprehensive income or directly in equity.
(ii)
Goods and Services Tax (“GST”) and Value Added Tax (“VAT”)
The net amount of GST or VAT, being the difference between output and input of GST or VAT, is
included in receivables or payables in the statements of financial position.
(iii) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
-
where the deferred tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
-
in respect of taxable temporary differences associated with investments in subsidiaries and
associates, where the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused
tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilised except:
-
where the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and,
at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
and
-
in respect of deductible temporary differences associated with investments in subsidiaries and
associates, deferred tax assets are recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable profit will be available
against which the temporary differences can be utilised.
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(p) Taxes (Cont’d)
(iii) Deferred tax (Cont’d)
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each
reporting date and are recognised to the extent that it has become probable that future taxable
profit will allow the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates and tax laws that have
been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity and deferred tax arising from a business combination is
adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable
entity and the same taxation authority.
(q)Provisions
Provisions are recognised when the Group or the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of economic resources will be
required to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If there
is no longer probable that an outflow of economic resources will be required to settle the obligation, the
provision is reversed. If the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.
(r)
Employee benefits
(i)
Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year
in which the associated services are rendered by employees of the Group and of the Company.
Short term accumulating compensated absences such as paid annual leave are recognised
when services are rendered by employees that increase their entitlement to future compensated
absences. Short term non-accumulating compensated absences such as sick leave are recognised
when the absences occur.
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(r)
Employee benefits (Cont’d)
(ii)
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group and
the Company pay fixed contributions into separate entities or funds and will have no legal or
constructive obligation to pay further contributions if any of the funds do not hold sufficient assets
to pay all employee benefits relating to employee services in the current and preceding financial
years. Such contributions are recognised as an expense in the profit or loss as incurred. As required
by law, companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”).
Some of the Group’s foreign subsidiaries also make contributions to its respective country’s statutory
pension schemes.
(iii) Defined benefit plans
Pension benefits are provided to eligible employees of the Group’s certain foreign subsidiaries
through their respective defined benefit plans.
A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee
will receive on retirement, usually dependent on one or more factors such as age, years of service
and salary. The legal obligation for any benefits from this kind of pension plan remains with the
Group even if plan assets for funding the defined benefit plan have been acquired. Plan assets may
include assets specifically designated to a long term benefit fund, as well as qualifying insurance
policies.
The Group’s net obligations in respect of defined benefit plans for certain subsidiary companies are
calculated separately for each plan by estimating the amount of future benefit that employees
have earned in return for their service in the current and prior periods.
The liability recognised in the consolidated statement of financial position for defined benefit plans is
the discounted present value of the defined benefit obligation using prudent and appropriate discount
factor at the consolidated reporting date less the fair value of plan assets. The discount rate is the market
yield at the reporting date on high quality corporate bonds or government bonds. The calculation is
performed by independent actuaries using the projected unit credit method.
Re-measurements, comprising actuarial gains and losses, the effect of limiting a net defined benefit
asset to the asset ceiling (excluding net interest, if applicable) and the return on plan assets (excluding
net interest), are recognised immediately in the consolidated statement of financial position with a
corresponding debit or credit to retained earnings through other comprehensive income in the period in
which they occur. Such re-measurements are not reclassified to profit or loss in subsequent periods.
Past-service costs are recognised immediately in profit or loss on the earlier of:
(i)
(ii)
the date of the plan amendment or curtailment; and
the date that the Group recognises restructuring related costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The
Group recognises service costs and net interest expense or income in profit or loss.
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(s)
Foreign currencies
(i)
Functional and presentation currency
The individual financial statements of each entity in the Group are measured using the currency of
the primary economic environment in which the entity operates (“the functional currency”). The
consolidated financial statements are presented in RM, which is also the Company’s functional
currency.
(ii)
Foreign currency transactions
In preparing the financial statements of the individual entities, transactions in currencies other than
the entity’s functional currency (foreign currencies) are recorded in the functional currencies using
the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary
items denominated in foreign currencies are translated at the rates prevailing on the reporting date.
Non-monetary items carried at fair value that are denominated in foreign currencies are translated
at the rates prevailing on the date when the fair value was determined. Non-monetary items that
are measured in terms of historical cost in a foreign currency are translated using the exchange rate
at the date of transaction.
Exchange differences arising on the settlement of monetary items, and on the translation of
monetary items, are included in profit or loss for the period except for exchange differences arising
on monetary items that form part of the Group’s net investment in foreign operation. These are
initially taken directly to the foreign currency translation reserve within equity until the disposal of the
foreign operations, at which time they are recognised in profit or loss.
Exchange differences arising on monetary items that form part of the Company’s net investment in
foreign operation are recognised in profit or loss of the Company’s separate financial statements or
the individual financial statements of the foreign operation, as appropriate.
Exchange differences arising on the translation of non-monetary items carried at fair value are
included in profit or loss except for the differences arising on the translation of non-monetary items
in respect of which gains and losses are recognised directly in equity. Exchange differences arising
from such non-monetary items are recognised directly in equity.
(iii) Foreign operations
The results and financial position of the foreign operations that have a functional currency different
from the presentation currency (RM) of the consolidated financial statements are translated into
RM as follows:
80
-
Assets and liabilities for each statement of financial position presented are translated at the
closing rate prevailing at the reporting date;
-
Income and expenses for each profit or loss and other comprehensive income are translated
at average exchange rates for the financial year, which approximates the exchange rates at
the dates of the transactions; and
-
All resulting exchange differences are recognised in other comprehensive income and
accumulated in a separate component of equity under the header of foreign currency
translation reserve.
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(s)
Foreign currencies (Cont’d)
(iii) Foreign operations (Cont’d)
Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 May
2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional
currency of the foreign operations and translated at the closing rate at the reporting date.
Goodwill and fair value adjustment which arose on the acquisition of foreign subsidiaries before
1 May 2006 are deemed to be assets and liabilities of the parent company and are recorded in RM
at the rates prevailing at the date of acquisition.
The principal exchange rates used for each respective unit of foreign currencies ruling at the
reporting date are as follows:
(t)
2015
RM
2014
RM
1 United States Dollar ("USD")
1 Hong Kong Dollar ("HKD")
1 Philippine Peso ("Php")
3.5450
0.4574
0.0800
3.2600
0.4205
0.0733
1 Singapore Dollar ("SGD")
1 Great Britain Pound ("GBP")
2.6858
5.4740
2.5958
5.4846
Revenue and other income recognition
Revenue and other income are recognised to the extent that it is probable that the economic benefits
will flow to the Group and to the Company and the revenue can be reliably measured. The following
specific recognition criteria must also be met before revenue is recognised:
(i)
Toto betting
Revenue from Toto betting is recognised based on ticket sales, net of gaming tax relating to draw
days within the financial year.
(ii)
Dividend income
Dividend income from subsidiary and associated companies and other investments are recognised
when the shareholders’ rights to receive the dividend payment is established.
(iii) Interest income
Interest income is recognised on an accrual basis unless recoverability is in doubt, in which case, it
is recognised on receipt basis.
(iv) Rental income
Rental income, including those from investment properties, is recognised, on the accrual basis
unless collection is in doubt, in which case, it is recognised on receipt basis.
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(t)
Revenue and other income recognition (Cont’d)
(v)
Management fee income
Management fee income is recognised on an accrual basis.
(vi) Lease of lottery equipment
Revenue from the lease of lottery equipment is recognised based on certain percentage of gross
receipts from lottery ticket sales, excluding foreign value-added tax and trade discounts.
(vii) Lottery and voting products sales, services and licencing income
Revenue from lottery and voting products sales, services and licencing income are recognised on
the basis of shipment of products, performance of services and percentage-of-completion method
for long term contracts. The percentage-of-completion is estimated by comparing the cost incurred
to date against the estimated cost to completion. Revenue relating to the sale of certain assets,
when the ultimate total collection is not reasonably assured, are being recorded under the cost
recovery method.
(viii) Motor distribution and dealership operations
Sales of vehicles, parts and accessories
Revenue on sales of vehicles are recognised when substantially all the risks and rewards of ownership
have been transferred to the customer, generally deemed at the time of delivery to the customer.
Revenue on sales of parts and accessories are recognised on delivery to the customer. Revenue is
recognised net of value-added tax and discounts, where applicable.
Servicing and body shop sales
Revenue is recognised on completion of the agreed work.
(ix) Fitness centre operations
Membership fees
Membership fees are recognised on an accrual basis over the membership period. Membership
fees received in advance are only recognised when they are due.
Revenue from services
Revenue from services arises from the provision of professional training to members. Revenue from
services rendered is recognised when services are performed.
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(t)
Revenue and other income recognition (Cont’d)
(x)
Hotel operations
Revenue from room services
Revenue from room services are recognised when the services are rendered.
Sale of food, beverages and others
Revenue from sale of food, beverages and others are recognised upon delivery to and receipt of
goods by the customers.
(xi) Other income
Other than the above, all other income are recognised on the accrual basis.
(u)
Segmental reporting
For management purposes, the Group is organised into operating segments based on their products and
services which are independently managed by the respective segment managers responsible for the
performance of the respective segments under their charge. The segment managers report directly to
the management of the Group who regularly review the segment results in order to allocate resources to
the segments and to assess the segment performance.
The Group adopts business segment analysis as its primary reporting format and geographical segment
analysis as its secondary reporting format.
Segment revenue and expenses are those directly attributable to the segments and include any joint
revenue and expenses where a reasonable basis of allocation exists. Revenue and expenses do not
include items arising on investing or financing activities.
Revenue presented under geographical segments are based on location where the sales are transacted.
Segment assets include all operating assets used by a segment and do not include items arising on
investing or financing activities. Assets are allocated to a geographical segment based on location of the
assets. Segment liabilities comprise operating liabilities and do not include liabilities arising on investing or
financing activities such as bank borrowings.
(v)Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not
wholly within the control of the Group and of the Company.
Contingent liabilities and assets are not recognised in the statements of financial position of the Group
and of the Company except for contingent liabilities assumed in a business combination of which the
fair value can be reliably measured.
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(w) Non-current assets (or disposal groups) held for sale and discontinued operation
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continuing use. This condition is
regarded as met only when the sale is highly probable and the asset (or disposal group) is available for
immediate sale in its present condition subject only to terms that are usual and customary.
Immediately before classification as held for sale, the measurement of the non-current assets (or
all the assets and liabilities in a disposal group) is brought up-to-date in accordance with applicable
MFRSs. Then, on initial classification as held for sale, non-current assets or disposal groups (other than
investment properties, deferred tax assets, employee benefits assets and financial assets) are measured
in accordance with MFRS 5 that is at the lower of carrying amount and fair value less cost to sell. Any
differences are included in profit or loss.
A component of the Group is classified as a discontinued operation when the criteria to be classified as
held for sale have been met or it has been disposed of and such a component represents a separate
major line of business or geographical area of operations, is part of a single co-ordinated major line of
business or geographical area of operations or is a subsidiary company acquired exclusively with a view
to resale.
2.3 CHANGES IN ACCOUNTING POLICIES
On 1 May 2014, the Group and the Company adopted the following Amendments to MFRSs and
IC Interpretation:
Effective for financial periods beginning on or after 1 January 2014
Amendments to MFRS 10, MFRS 12 and MFRS 127
Investment Entities
Amendments to MFRS 132
Financial Instruments: Presentation
(Offsetting Financial Assets and Financial Liabilities)
Impairment of Assets
- Recoverable Amount Disclosures
for Non-Financial Assets
Financial Instruments: Recognition and Measurement
- Novation of Derivatives and
Continuation of Hedge Accounting
IC Interpretation 21
Levies
The adoption of the above Amendments to MFRSs and IC Interpretation did not have any effect on the
financial performance or position of the Group and the Company except for those discussed below:
Amendments to MFRS 136 : Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets
The amendments to MFRS 136 remove the requirement to disclose the recoverable amount of a CGU to
which goodwill or other intangible assets with indefinite lives has been allocated when there has been no
impairment or reversal of impairment of the related CGU. In addition, the amendments introduce additional
disclosure requirements when the recoverable amount is measured at fair value less costs of disposal. These
new disclosures include the fair value hierarchy, key assumptions and valuation techniques used in which are
in line with the disclosure required by MFRS 13: Fair Value Measurements.
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2.4 MFRSs AND IC INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
At the date of authorisation for issue of these financial statements, the new MFRSs, Amendments to MFRSs and
Annual Improvements to MFRSs which were issued but not yet effective and have not been applied by the
Group and the Company are as disclosed below:
Effective for financial periods beginning on or after 1 July 2014
Employee Benefits
(Defined Benefit Plans - Employee Contributions)
Annual Improvements to MFRSs 2010-2012 Cycle
Amendments to MFRS 10 and MFRS 128
Sales or Contribution of Assets between
an Investor and its Associate or Joint Venture
Amendments to MFRS 10, MFRS 12 and MFRS 128
Investment Entities :
Applying the Consolidation Exception
Joint Arrangements
- Accounting for Acquisitions of
Interests in Joint Operations
Regulatory Deferral Accounts
Disclosure Initiatives
Amendments to MFRS 116 and MFRS 138
Classification of Acceptable
Methods of Depreciation and Amortisation
Equity Method in Separate Financial Statements
MFRS 9
Financial Instruments
Unless otherwise described below, the new MFRSs, Amendments to MFRSs and Annual Improvements to
MFRSs above are expected to have no significant impact on the financial statements of the Group and of
the Company upon their initial application except for the changes in presentation and disclosures of financial
information.
The Group is currently assessing the impact that the adoption of the new pronouncements below will have
on its financial position and performance.
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2.4 MFRSs AND IC INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE (CONT’D)
(a) Amendments to MFRS 119: Employee Benefits (Defined Benefit Plans - Employee Contributions)
The amendments to MFRS 119 clarify how an entity should account for contributions made by employee
or third parties to defined benefits plans, based on whether those contributions are dependent on the
number of years of service provided by the employee. For contributions that are independent of the
number of years of service, an entity is permitted to recognise such contributions as a reduction in the
service cost in the period in which the service is rendered, instead of allocating the contributions to the
period of service. For contributions that are dependent on the number of years of service, the entity is
required to attribute them to the employees’ periods of service.
The Group does not anticipate that the application of these amendments will have a significant impact
on the Group’s financial statements.
(b) Annual Improvements to MFRSs 2010-2012 Cycle
The Annual Improvements to MFRSs 2010-2012 Cycle include a number of amendments to various MFRSs,
which are summarised below. The Group and the Company do not anticipate that the application of
these amendments will have a significant impact on the Group’s and the Company’s financial statements.
(i)
Amendments to MFRS 3: Business Combinations
The amendments to MFRS 3 clarify that contingent consideration classified as liabilities (or assets)
should be measured at fair value through profit or loss at each reporting date, irrespective of
whether the contingent consideration is a financial instrument within the scope of MFRS 9 or MFRS
139. The amendments are effective for business combinations for which the acquisition date is on
or after 1 July 2014.
(ii)
Amendments to MFRS 8: Operating Segments
The amendments are applied retrospectively and clarify that:
(iii)
-
An entity must disclose the judgements made by management in applying the aggregation
criteria in MFRS 8, including a brief description of operating segments that have been
aggregated and the economic characteristics used to assess whether the segments are
similar; and
-
The reconciliation of segment assets to total assets is only required to be disclosed if the
reconciliation is reported to the chief operating decision maker, similar to the required
disclosure for segment liabilities.
Amendments to MFRS 116: Property, Plant and Equipment and Amendment to MFRS 138: Intangible
Assets
The amendments remove inconsistencies in the accounting for accumulated depreciation or
amortisation when an item of property, plant and equipment or an intangible asset is revalued.
The amendments clarify that the gross carrying amount is adjusted in a manner consistent with the
revaluation of the carrying amount of the asset. The accumulated depreciation or amortisation
is the difference between the gross carrying amount and the carrying amount after taking into
account accumulated impairment losses.
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(b) Annual Improvements to MFRSs 2010-2012 Cycle (Cont’d)
(iv) Amendments to MFRS 124: Related Party Disclosures
The amendments clarify that a management entity providing key management personnel services
to a reporting entity is a related party of the reporting entity. The reporting entity should disclose as
related party transactions the amounts incurred for the service paid or payable to the management
entity for the provision of key management personnel services.
(c) Annual Improvements to MFRSs 2011-2013 Cycle
(i)
Amendments to MFRS 3: Business Combinations
The amendments to MFRS 3 clarify that the standard does not apply to the accounting for formation
of all types of joint arrangement in the financial statements of the joint arrangement itself. This
amendment is to be applied prospectively.
(ii)
Amendments to MFRS 13: Fair Value Measurement
The amendments to MFRS 13 clarify that the portfolio exception in MFRS 13 can be applied not only
to financial assets and financial liabilities, but also to other contracts within the scope of MFRS 9 (or
MFRS 139 as applicable).
(iii)
Amendments to MFRS 140: Investment Property
The amendments to MFRS 140 clarify that an entity acquiring investment property must determine
whether:
-
-
the property meets the definition of investment property in terms of MFRS 140; and
the transaction meets the definition of a business combination under MFRS 3;
to determine if the transaction is a purchase of an asset or is a business combination.
(d) Amendments to MFRS 10 and MFRS 128: Sales or Contribution of Assets between an Investor and its
Associate or Joint Venture
The amendments clarify that:
(i)
gains and losses resulting from transactions involving assets that do not constitute a business,
between investor and its associate company or joint venture are recognised in the entity’s financial
statements only to the extent of unrelated investors’ interests in the associate company or joint
venture; and
(ii)
gains and losses resulting from transactions involving the sale or contribution to an associate or a
joint venture of assets that constitute a business is recognised in full.
The amendments are to be applied prospectively to the sale or contribution of assets occurring in annual
periods beginning on or after 1 January 2016. Earlier application is permitted.
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(e) Amendments to MFRS 10, MFRS 12 and MFRS 128: Investment Entities - Applying the Consolidation
Exception
The amendments clarify that the exemption from presenting consolidated financial statements applies
to a parent entity that is a subsidiary company of an investment entity, when the investment entity
measures all of its subsidiary companies at fair value. The amendments further clarify that only a subsidiary
company that is not an investment entity itself and provides support services to the investment entity is
consolidated. In addition, the amendments also provides that if an entity that is not itself an investment
entity has an interest in an associated company or joint venture that is an investment entity, the entity
may, when applying the equity method, retain the fair value measurement applied by the investment
entity’s associated company or joint venture to the investment entity associate’s or joint venture’s interests
in subsidiary companies.
The amendments are to be applied retrospectively and are effective for annual periods beginning on or
after 1 January 2016, with early adoption permitted. These amendments will not have any impact on the
Group’s financial statements.
(f)
Amendments to MFRS 101: Disclosure Initiative
The amendments to MFRS 101 include narrow-focus improvements in the following five areas:
(i)Materiality
(ii) Disaggregation and subtotals
(iii) Notes structure
(iv) Disclosure of accounting policies
(v) Presentation of items of other comprehensive income arising from equity accounted investments
The Group and the Company do not anticipate that the application of these amendments will have a
material impact on the Group’s and the Company’s financial statements.
(g)
Amendments to MFRS 127: Separate Financial Statements - Equity Method in Separate Financial Statements
The amendments will allow entities to use the equity method to account for investments in subsidiary
companies, joint ventures and associated companies in their separate financial statements. Entities
already applying MFRS and electing to change to the equity method in its separate financial statements
will have to apply to this change retrospectively. For first-time adopters of MFRS electing to use the equity
method in its separate financial statements, they will be required to apply this method from the date of
transition to MFRS. The amendments are effective for annual periods beginning on or after 1 January 2016,
with early adoption permitted. These amendments will not have any impact on the Group’s financial
statements.
(h)
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(i)
Amendments to MFRS 5: Non-current Assets Held for Sale and Discontinued Operations
The amendments to MFRS 5 clarify that changing from one of these disposal methods to the other
should not be considered to be a new plan of disposal, rather it is a continuation of the original plan.
There is therefore no interruption of the application of the requirements in MFRS 5.
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(h)
Annual Improvements to MFRSs 2012-2014 Cycle (Cont’d)
(ii)
Amendments to MFRS 7: Financial Instruments – Disclosures
The amendments clarify that a servicing contract that includes a fee can constitute continuing
involvement in a financial asset. An entity must assess the nature of the fee and arrangement
against the guidance for continuing involvement in MFRS 7 in order to assess whether the disclosures
are required.
In addition, the amendments also clarify that the disclosures in respect of offsetting of financial
assets and financial liabilities are not required in the condensed interim financial report.
(iii)
Amendments to MFRS 119: Employee Benefits
The amendments to MFRS 119 clarify that market depth of high quality corporate bonds is assessed
based on the currency in which the obligation is denominated, rather than the country where
the obligation is located. When there is no deep market for high quality corporate bonds in the
currency, government bond rates must be used.
(iv) Amendments to MFRS 134: Interim Financial Reporting
The amendments to MFRS 134 require entities to disclose information in the notes to the interim
financial statements ‘if not disclosed elsewhere in the interim financial report’.
The amendments state that the required interim disclosures must either be in the interim financial
statements or incorporated by cross-reference between the interim financial statements and
wherever they are included within the greater interim financial report (e.g. in the management
commentary or risk report). The other information within the interim financial report must be available
to users on the same terms as the interim financial statements and at the same time.
(i)
MFRS 9: Financial Instruments
In November 2014, MASB issued the final version of MFRS 9 which reflects all phases of the financial
instruments project and replaces MFRS 139: Financial Instruments – Recognition and Measurement and all
previous version of MFRS 9. The standard introduces new requirements for classification and measurement,
impairment and hedge accounting. MFRS 9 is effective for annual periods beginning on or after 1 January
2018, with early application permitted. Retrospective application is required, but comparative information
is not compulsory. The adoption of MFRS 9 will have an effect on the classification and measurement of
the Group’s financial liabilities.
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2.5 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Group’s and of the Company’s financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and
liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these
assumptions and estimates could result in outcomes that could require a material adjustment to the carrying
amount of the asset or liability affected in the future.
(a) Critical judgements made in applying accounting policies
The following are the judgements made by management in the process of applying the Group’s
accounting policies that have the most significant effect on the amounts recognised in the financial
statements.
(i)
Classification between investment properties and property, plant and equipment
The Group has developed certain criteria based on MFRS 140 in making judgement whether a
property qualifies as an investment property. Investment property is a property held to earn rentals
or for capital appreciation or both.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and
another portion that is held for own use. Since these properties cannot be sold separately and
the portion held for own use is insignificant, the Group has classified the whole of its properties as
investment properties.
(ii)
Leases - As lessor
The Group has entered into commercial property leases on its investment property portfolio. The
Group has determined that it retains all the significant risks and rewards ownership of these properties
which are leased out on operating leases.
(iii) Impairment of available-for-sale investments
The Group reviews its investment in equity instruments classified as available-for-sale investments
at each reporting date to assess whether they are impaired. The Group also records impairment
charges on available-for-sale equity investments when there has been a significant or prolonged
decline in the fair value below their cost.
The determination of what is “significant” or “prolonged” requires judgement. In making this
judgement, the Group evaluates, among other factors, historical share price movements and the
duration and extent to which the fair value of an investment is less than its cost, and will impair
quoted and unquoted equity instruments with “significant” decline in fair value greater than 20% or
“prolonged” period, being greater than 12 months.
For the financial year ended 30 April 2015, the amount of impairment loss recognised for availablefor-sale investments was RM154,000 (2014 : nil) as disclosed in Note 30.
(iv) Useful life of dealership rights
The Group considers that the dealership rights have indefinite useful life because it is expected to
contribute to the Group’s net cash flows indefinitely. The group intends to continue the dealership
rights and is confident that the dealership rights can be maintained indefinitely. Historically, there
has been no compelling challenge to the dealership rights renewal.
90
(9109-K)
ANNUAL REPORT 2015
30 April 2015
2
2.5 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)
(b) Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below:
(i)
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value-in-use (“VIU”) of the CGU to which goodwill is allocated. Estimating a VIU
amount requires management to make an estimate of the expected future cash flows from the
CGU and also to apply a discount rate that reflects the specific risk relating to the respective CGU
in order to calculate the present value of those cash flows. Details of the goodwill are disclosed in
Note 9.
The Group carries goodwill of RM636,968,000 (2014 : RM635,071,000) in respect of Toto betting
operations in Malaysia (“Licence”) and the lottery equipment lease agreement in the Philippines
(“ELA”) as at 30 April 2015. In regards to the impairment review of the CGU for the Licence, the
Group intends to continue the annual renewal of the Licence indefinitely and considers that the
annual renewal of the Licence is expected to contribute to the Group’s net cash flows indefinitely.
Historically, there has been no compelling challenge to the Licence renewal. The ELA was granted
an extension of three years upon its expiry in August 2015 as disclosed in Note 46. The technology
used in the gaming activities is supplied and with support provided by a subsidiary company of the
Group and is not expected to be replaced by another technology at any time in the foreseeable
future. In view of this, the Group has assessed and concluded that the VIU amounts can sufficiently
address the carrying value of this CGU as at 30 April 2015.
(ii)
Fair value and impairment of dealership rights
The Group performed impairment assessment of the dealership rights on an annual basis. This
requires an estimation of the fair value of the dealership rights. The fair value of dealership rights
have been valued based on the Multi-period excess earnings method. The valuation technique
requires the Group to estimate the economic benefits attributable to the respective dealership
rights over multiple time periods and apply a discount rate that reflects the specific risk relating to
the dealership rights. The fair value of the dealership rights is disclosed in Note 9.
(iii) Impairment of loans and receivables
The Group assesses at each reporting date whether there is any objective evidence that a financial
asset is impaired. To determine whether there is objective evidence of impairment, the Group
considers factors such as the probability of insolvency or significant financial difficulties of the debtor
and default or significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are
estimated based on historical loss experience for assets with similar credit risk characteristics. The
carrying amount of the Group’s loans and receivables at the reporting date is disclosed in Note 11.
(iv) Deferred tax assets
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances
to the extent that it is probable that taxable profit will be available against which the losses and
capital allowances can be utilised. Significant management judgement is required to determine
the amount of deferred tax assets that can be recognised, based upon the likely timing and level
of future taxable profits together with future tax planning strategies. Details of deferred tax assets
are disclosed in Note 8.
(9109-K)
ANNUAL REPORT 2015
91
30 April 2015
2
2.5 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)
(b) Key sources of estimation uncertainty (Cont’d)
(v)
Useful life of property, plant and equipment
The Group estimates the useful lives of property, plant and equipment based on the period over
which the assets are expected to be available for use. The estimated useful lives of property, plant
and equipment are reviewed periodically and are updated if expectations differ from previous
estimate due to physical wear and tear, technical or commercial obsolescence and legal or other
limits on the use of the assets.
Changes in expected level of usage and economic development could impact the economic
useful lives and the residual values of these assets, and hence future depreciation and amortisation
charges on such assets could be revised.
(vi) Inventory valuations
The Group holds significant inventories of used cars in the United Kingdom. Trade guides and other
publications are used to assist in the assessment of the carrying values of these cars at the reporting
date and write-downs taken as necessary.
(vii) Impairment of investment in a subsidiary company
During the current financial year, the Company recognised impairment loss amounting to
RM414,680,000 (2014 : nil) in respect of its investment in a subsidiary company. The Company carried
out the impairment test based on the estimation of the VIU of the relevant CGU. Estimating the
VIU requires the Company to make an estimate of the expected future cash flows from the CGU
and also to apply a discount rate that reflects the specific risk relating to respective CGU in order
to calculate the present value of those cash flows. Details of the impairment loss recognised are
disclosed in Note 4.
As at 30 April 2015, the carrying amount of investment in subsidiaries of the Company was
RM6,181,520,000 (2014 : RM6,596,200,000).
92
(9109-K)
ANNUAL REPORT 2015
(9109-K)
ANNUAL REPORT 2015
93
3
29,668
165,398
Renovations
278
3,944
23,012
Motor vehicles
706
128
2,175
Hotel and kitchen
equipment and utensils
321
2,611
Office equipment
-
719
30,645
Computer equipment
7,610
9,317
12,662
Plant and machinery
257
-
5,355
Land and buildings
39,387
204
Gym equipment
7,147
-
48,588
Additions
RM’000
Building - hotel
Net book
value as at
1 May 2014
RM’000
Freehold land
As at 30 April 2015
GROUP
PROPERTY, PLANT AND EQUIPMENT
30 April 2015
(1,031)
(36)
-
-
(982)
-
-
(11)
(2)
-
-
-
Disposals
RM’000
(2)
-
-
(1)
-
(1)
-
-
-
-
-
-
Write-off
RM’000
-
-
-
-
-
-
-
-
-
-
-
-
Acquisition of
a subsidiary
RM’000
-
(337)
-
-
-
-
-
167
170
-
-
-
Reclassifications
RM’000
5,008
55
-
100
98
-
36
384
(62)
-
4,397
-
Translation
exchange
differences
RM’000
(32,563)
(175)
(209)
(8,773)
(4,975)
(702)
(996)
(10,321)
(5,194)
(112)
(1,106)
-
Depreciation
RM’000
166,478
491
48
38,323
21,097
1,600
1,972
21,583
16,891
5,243
52,083
7,147
Net book
value as at
30 April 2015
RM’000
94
(9109-K)
ANNUAL REPORT 2015
3
335
29,642
614
121,864
-
481
1,447
4,766
Hotel and kitchen
equipment and utensils
10,648
Renovations
186
477
19,966
1,805
-
660
Additions
RM’000
Gym equipment
24,155
Motor vehicles
2,719
24,986
Computer equipment
3,186
418
Office equipment
5,466
Plant and machinery
49,191
Net book
value as at
1 May 2013
RM’000
Land and buildings
Building - hotel
As at 30 April 2014
GROUP (CONT’D)
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
30 April 2015
(842)
(62)
-
-
(683)
-
(16)
(59)
(22)
-
-
Disposals
RM’000
(1,097)
-
-
(9)
-
(1)
(3)
(1,084)
-
-
-
Write-off
RM’000
42,795
-
-
30,863
-
-
-
-
11,932
-
-
Acquisition of
a subsidiary
RM’000
-
(24)
-
-
-
-
4
20
-
-
-
Reclassifications
RM’000
2,355
5
-
2,452
(3)
-
(2)
(865)
974
-
(206)
Translation
exchange
differences
RM’000
(29,319)
(162)
(224)
(6,014)
(5,223)
(729)
(1,035)
(12,319)
(2,445)
(111)
(1,057)
Depreciation
RM’000
165,398
706
257
39,387
23,012
2,175
2,611
30,645
12,662
5,355
48,588
Net book
value as at
30 April 2014
RM’000
30 April 2015
3
GROUP (CONT’D)
Cost
RM’000
Accumulated
depreciation
RM’000
Net book
value
RM’000
As at 30 April 2015
Freehold land
7,147
Building - hotel
57,623
(5,540)
7,147
52,083
6,462
(1,219)
5,243
Plant and machinery
38,976
(22,085)
16,891
Computer equipment
124,688
(103,105)
21,583
13,470
(11,498)
1,972
Land and buildings
Office equipment
8,070
(6,470)
1,600
Motor vehicles
56,965
(35,868)
21,097
Renovations
95,963
(57,640)
38,323
1,123
1,135
(1,075)
(644)
48
491
411,622
(245,144)
166,478
52,605
(4,017)
48,588
Gym equipment
As at 30 April 2014
Building - hotel
Land and buildings
6,462
(1,107)
5,355
Plant and machinery
30,239
(17,577)
12,662
Computer equipment
116,637
(85,992)
30,645
12,879
(10,268)
2,611
Office equipment
7,937
(5,762)
2,175
Motor vehicles
57,670
(34,658)
23,012
Renovations
85,467
(46,080)
39,387
1,123
1,376
(866)
(670)
257
706
372,395
(206,997)
165,398
Gym equipment
(a) The property of the Group pledged to a financial institution for credit facilities granted to a foreign subsidiary
company with net carrying value of RM48,588,000 as at 30 April 2014 has been discharged during the financial
year upon full settlement of the credit facilities as disclosed in Note 23.
(b) Net book value of property, plant and equipment of the Group held under hire purchase arrangements are as
follows:
2015
RM’000
Office equipment
Motor vehicles
Gym equipment
2014
RM’000
63
76
2,557
2,017
42
226
2,662
2,319
(9109-K)
ANNUAL REPORT 2015
95
30 April 2015
3
COMPANY
Net book
value as at
1 May 2014
RM’000
Additions
RM’000
Disposal
RM’000
Depreciation
RM’000
Net book
value as at
30 April 2015
RM’000
As at 30 April 2015
55
-
-
(18)
37
151
11
-
(36)
126
1,392
24
-
(556)
860
Motor vehicles
Renovations
1,056
1,029
258
9
(63)
-
(184)
(365)
1,067
673
3,683
302
(63)
(1,159)
2,763
Computer equipment
Office equipment
Net book
value as at
1 May 2013
RM’000
Additions
RM’000
Write-off
RM’000
Depreciation
RM’000
Net book
value as at
30 April 2014
RM’000
As at 30 April 2014
Computer equipment
59
16
(1)
(19)
55
163
26
(2)
(36)
151
1,902
44
-
(554)
1,392
Motor vehicles
Renovations
407
1,314
779
78
-
(130)
(363)
1,056
1,029
3,845
943
(3)
(1,102)
3,683
Office equipment
Cost
RM’000
Accumulated
depreciation
RM’000
Net book
value
RM’000
As at 30 April 2015
Computer equipment
705
(668)
37
Office equipment
352
(226)
126
5,578
(4,718)
860
Motor vehicles
Renovations
1,540
3,656
(473)
(2,983)
1,067
673
11,831
(9,068)
2,763
761
(706)
55
As at 30 April 2014
Computer equipment
Office equipment
96
342
(191)
151
5,554
(4,162)
1,392
Motor vehicles
Renovations
1,394
3,647
(338)
(2,618)
1,056
1,029
11,698
(8,015)
3,683
(9109-K)
ANNUAL REPORT 2015
30 April 2015
3
COMPANY (CONT’D)
Net book value of property, plant and equipment of the Company held under hire purchase arrangements are as
follows:
4
2015
RM’000
2014
RM’000
948
687
Motor vehicles
INVESTMENT IN SUBSIDIARY COMPANIES
Company
Unquoted shares, at cost
2015
RM’000
2014
RM’000
6,596,200
6,596,200
(414,680)
Less : Accumulated impairment losses (Note 30)
-
6,181,520
6,596,200
During the financial year, the Company conducted a review of the recoverable amount of its investment in a
subsidiary company of which its cost of investment exceeded its recoverable amount in the subsidiary company at
the reporting date. The review gave rise to the recognition of an impairment of investment in a subsidiary company
of RM414,680,000 (2014 : nil) as disclosed in Note 30. The recoverable amount was based on the estimation of the
value in use of the relevant cash-generating units. In determining the value in use, the estimated future cash flows
of this subsidiary company was discounted at a rate that reflects the specific risk relating to the subsidiary’s business
segment.
Details of the subsidiary companies are as follows:
Equity
interest
Name of Company
Country of
Incorporation
Principal Activities
2015
%
2014
%
Subsidiary companies of
FEAB Properties Sdn Bhd
Malaysia
Property investment and
development and investment
holding
100
100
FEAB Land Sdn Bhd
Malaysia
Property development and
property investment
100
100
FEAB Equities Sdn Bhd
Malaysia
Dormant
100
100
Sports Toto Fitness Sdn Bhd
Malaysia
Operation of health and
fitness centre
100
100
STM Resort Sdn Bhd
Malaysia
Property investment
100
100
Sports Toto Malaysia Sdn Bhd ^^
Malaysia
Toto betting operations
100
100
Malaysia
Property investment and
investment holding
100
100
Berjaya-ILTS Limited #
Hong Kong
Dormant
100
100
Sports Toto Malaysia
Management Pte Ltd # (Note a)
Singapore
Asset management (trusteemanager), under dissolution
100
100
(9109-K)
ANNUAL REPORT 2015
97
30 April 2015
4
INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)
Equity
interest
Country of
Incorporation
2015
%
2014
%
Malaysia
Dormant
100
100
Berjaya Sports Toto
(Cayman) Limited (“BSTC”)
Cayman
Islands
Investment holding
100
100
Sports Toto Products Sdn Bhd
Malaysia
Dormant
100
100
Sports Toto Apparel Sdn Bhd
Malaysia
Dormant
100
100
Sports Toto Computer Sdn Bhd
Malaysia
Computer consultancy services
100
100
Berjaya Lottery Management
(HK) Limited (“BLM”) #
Hong Kong
Investment holding
100
100
Sports Toto Malaysia Trust # (Note b)
Singapore
Dormant, under dissolution
100
100
Berjaya Philippines Inc. (“BPI”) *
Philippines
Investment holding
^ 74.20
74.20
International Lottery & Totalizator
Systems, Inc. (formerly known as
Delaware International Lottery &
Totalizator Systems, Inc.) * (Note c)
United States
of America
Manufacturer and distributor of
computerised lottery and
voting systems
100
-
Systems, Inc. * (Note c)
United States
of America
Dissolved
-
71.32
Philippine Gaming
Management Corporation *
Philippines
Leasing of online lottery
equipment and provision of
software support
100
100
Perdana Hotel Philippines Inc. *
Philippines
Operation of a hotel in the
Philippines
100
100
H.R. Owen Plc *
United Kingdom
Investment holding
72.03
72.03
ILTS.Com, Inc. *
United States
of America
Dissolved
-
100
Unisyn Voting Solutions, Inc. *
United States
of America
Develops, manufactures
and provision of licenses and
supports for voting systems
100
100
-
100
Name of Company
Subsidiary company of
FEAB Land Sdn Bhd
FEAB Realty Sdn Bhd
Subsidiary companies of Berjaya
Sports Toto (Cayman) Limited
Subsidiary companies of Berjaya
Lottery Management (HK) Limited
Totalizator Systems, Inc.
International Totalizator Systems, Inc. * United States
of America
98
(9109-K)
ANNUAL REPORT 2015
Dissolved
30 April 2015
4
Equity
interest
Name of Company
Country of
Incorporation
2015
%
2014
%
-
100
Totalizator Systems, Inc. (Cont’d)
Delaware International Lottery
& Totalizator Systems, Inc. *
(changed name to International
Lottery & Totalizator Systems, Inc.)
(Note c)
United States
of America
Merged with International
Lottery & Totalizator Systems,
Inc. (Note c)
Broughtons of Cheltenham Limited *
United Kingdom
Motor retailing and provision of
aftersale services
100
100
H.R. Owen Dealerships Limited *
United Kingdom
aftersale services
100
100
Holland Park Limited *
United Kingdom
Provision of aftersale services
100
100
Jack Barclay Limited *
United Kingdom
aftersale services
100
100
Heathrow Ltd *
United Kingdom
Dormant
100
100
Malaya Dealerships Ltd *
United Kingdom
Dormant
100
100
H.R. Owen Plc
*
Audited by firms of auditors other than Ernst & Young
#
Audited by other member firm of Ernst & Young Global
^
The total equity interests held by BSTC group in BPI is 88.26% (2014 : 88.26%) and it is held by the following
companies respectively:
2015
%
2014
%
i)
BLM
74.20
74.20
ii)
BSTC
14.06
14.06
88.26
88.26
Note a
Sports Toto Malaysia Management Pte Ltd is in the process of being struck off from Accounting and
Corporate Regulatory Authority (ACRA) Singapore.
Note b
On 7 July 2015, Sports Toto Malaysia Trust (“STM Trust”) was wound up upon completion of the
termination of trust deed between Sports Toto Malaysia Management Pte Ltd as the trustee-manager
for STM Trust and Berjaya Sports Toto (Cayman) Limited, a wholly-owned subsidiary as the sole holder
of units in STM Trust.
Note c
On 5 January 2015, the Company announced that International Lottery & Totalizator Systems, Inc.
(“ILTS California”), a 71.32% wholly-owned subsidiary company of Berjaya Lottery Management
(HK) Limited had merged with and into Delaware International Lottery & Totalizator Systems, Inc.
(“ILTS DE”) effective 30 December 2014 and ILTS DE as the surviving corporation had changed its
name to International Lottery & Totalizator Systems, Inc. as disclosed in Note 45 (ii).
(9109-K)
ANNUAL REPORT 2015
99
30 April 2015
4
^^ The medium term notes issued by Sports Toto Malaysia Sdn Bhd are secured by a third party first equitable
charge over the unquoted shares of the said subsidiary company as disclosed in Note 21.
In the previous financial year, certain quoted shares of a subsidiary company of the Group at carrying amount of
RM90,298,000 pledged to a financial institution for a short term loan granted to the Company had been discharged
during the financial year as disclosed in Note 23.
(a) Acquisition of a Subsidiary Company
In the previous financial year, BPI, an indirect subsidiary company, acquired additional shares in H.R. Owen Plc
(“HRO”) and as at 31 October 2013, BPI’s equity interests in HRO was 71.19%. The total cash consideration for
the acquisition was £26.9 million (equivalent to approximately RM131.5 million).
The cost of acquisition for the acquisition of HRO in the previous financial year comprised the following:
2014
Group
RM’000
Purchase consideration satisfied by cash in that financial year
Classified from other long term investments (Note 6)
Fair value adjustments on other long term investments
reclassified to investment in subsidiary company (Note 29)
Total investment cost, representing fair value of the consideration
RM’000
129,196
2,311
13,238
15,549
144,745
The assets and liabilities of HRO acquired by BPI which qualified as business combinations in the previous
financial year were as follows:
Fair value
recognised
on acquisition
RM’000
2014 (Restated)
Group
Non-current assets excluding intangible assets
Current assets
44,117
317,581
361,698
(4,668)
Current liabilities
(295,749)
(300,417)
Net assets acquired
61,281
Less: Non-controlling interests
Group's share of net assets
43,526
Dealership rights on acquisition (Note 9)
52,529
Goodwill on acquisition (Note 9)
48,690
Total cost of acquisition
100
(17,755)
144,745
The fair value adjustments in the previous financial year were reviewed during the current financial year and
the final allocation of the purchase price was determined after completion of a final analysis to determine the
fair values of the subsidiary company’s tangible and identifiable assets and liabilities acquired. The identifiable
intangible assets are now determined and identified as dealership rights with the fair value determined at
RM52.5 million as at the date of acquisition, and goodwill on acquisition which has been revised to RM48.7
million. This revision is accounted for retrospectively as detailed in Note 44 to the financial statements.
(9109-K)
ANNUAL REPORT 2015
30 April 2015
4
(a) Acquisition of a Subsidiary Company (Cont’d)
The net cash flows on acquisition in the previous financial year were as follows:
2014
Group
RM’000
Purchase consideration satisfied by cash
131,507
Cash and cash equivalents of subsidiary company acquired
(54,078)
77,429
Less: classified from other long term investments (Note 6)
(2,311)
Net cash outflow on acquisition
of a subsidiary company at the date of acquisition
75,118
In the previous financial year subsequent to the date of acquisition, BPI acquired additional 210,673 ordinary
shares of HRO amounting to RM1.8 million pursuant to the HRO de-listing exercise. Consequently, BPI’s
shareholding in HRO increased to 72.03%.
(b) Subsidiary companies with material non-controlling interests
The subsidiary companies with non-controlling interests of which the Group regards as material to the Group
are set out below.
Proportion of equity interest held by non-controlling interests:
Name
Country of
incorporation
and operation
2015
%
2014
%
BPI (on consolidated basis)
Philippines
11.74
11.74
The summarised financial information presented below is the amount before inter-company elimination and
after reflecting the fair value adjustments arising from business combination.
(i)
Summarised statement of financial position
BPI
2015
RM’000
2014
RM’000
Non-current assets
368,502
325,005
Current assets
681,151
562,592
1,049,653
887,597
7,367
8,013
Current liabilities
474,105
409,917
Total liabilities
481,472
417,930
Net assets
568,181
469,667
Equity attributable to equity holders of the Parent
497,111
401,181
71,070
68,486
568,181
469,667
Total assets
Total equity
(9109-K)
ANNUAL REPORT 2015
101
30 April 2015
4
(b) Subsidiary companies with material non-controlling interests (Cont’d)
(ii)
Summarised statement of profit or loss and other comprehensive income
BPI
Revenue
2015
RM’000
2014
RM’000
2,026,217
921,693
Profit for the year attributable to:
- Owners of the parent
60,735
70,795
- Non-controlling interests
12,552
12,114
Profit for the year
73,287
82,909
(19,295)
(15,102)
(5,150)
(363)
Other comprehensive income for the year
(24,445)
(15,465)
48,842
67,444
Other comprehensive income (net of tax) attributable to:
Total comprehensive income attributable to:
(iii)
41,441
55,693
7,401
11,751
48,842
67,444
2015
RM’000
2014
RM’000
Summarised statement of cash flows
BPI
Net cash generated from/(used in):
97,386
100,769
Investing activities
(46,333)
(145,194)
Financing activities
(57,286)
33,388
Net change in cash and cash equivalents
(6,233)
(11,037)
Dividend paid to non-controlling interests
(1,389)
Operating activities
102
(9109-K)
ANNUAL REPORT 2015
-
30 April 2015
5
INVESTMENT IN ASSOCIATED COMPANIES
Group
Company
2015
RM’000
2014
RM’000
2015
RM’000
2014
RM’000
21,715
18,319
6,487
5,458
-
-
Unquoted shares, at cost
(836)
Share of post-acquisition losses
(6,070)
20,879
12,249
6,487
5,458
1,274
99
-
-
22,153
12,348
6,487
5,458
Less: Accumulated impairment losses
(3,356)
(3,356)
(5,144)
(5,001)
Total investments in associated companies
18,797
8,992
1,343
457
-
1,759
-
-
18,797
10,751
1,343
457
Exchange differences
Advances for future share subscription
Details of the associated companies are as follows:
Equity
Interest
Country of
Incorporation
2015
%
2014
%
Berjaya Racing
Management Sdn Bhd
Malaysia
Dormant
20
20
Berjaya Lottery Vietnam Limited
Malaysia
Investment holding
20
20
Malaysia
Dormant, under liquidation
30
30
Perdana Land Philippines Inc. *
Philippines
Acquire, develop and lease
real estate
40
40
Berjaya Pizza Philippines Inc. *
Philippines
Development and operation
of “Papa John’s Pizza”chain of
restaurants in the Philippines
30
30
Berjaya Auto Philippines
Inc. * (“BAuto”)
Philippines
Selling and distribution of
Mazda brand cars within the
territory of the Philippines
30
30
Cosway Philippines Inc. *
Philippines
Dormant
40
40
Name of Company
Associated companies of
Associated company of
FEAB Properties Sdn Bhd
Cashsystems Asia Technology
Sdn Bhd (“Cashsystems”) *
Associated companies of
*
Audited by firms of auditors other than Ernst & Young
The financial statements of the above associated companies are coterminous with those of the Group except for
Cashsystems which has financial year end of 31 December.
(9109-K)
ANNUAL REPORT 2015
103
30 April 2015
5
INVESTMENT IN ASSOCIATED COMPANIES (CONT’D)
During the financial year, the Company subscribed 320,000 new ordinary shares of USD1.00 each issued by Berjaya
Lottery Vietnam Limited which represents the proportion of equity interest held by the Company prior to subscription
for a cash consideration of USD320,000 (equivalent to approximately RM1,029,000).
Summarised financial information in respect of a material associated company is set out below. The summarised
financial information represents the amounts in the financial statements of the associated company and not the
Group’s share of those amounts.
(i)
Summarised statement of financial position
BAuto
At 30 April
2015
RM’000
8,036
2,442
99,699
52,916
Total assets
107,735
55,358
(14,066)
(5,499)
Current liabilities
(46,709)
(22,674)
Total liabilities
(60,775)
(28,173)
46,960
27,185
BAuto
At 30 April
2015
RM’000
2014
RM’000
Revenue
268,001
176,638
Profit before tax
25,699
12,104
Profit for the year, representing
total comprehensive income for the year
17,712
8,149
Non-current assets
Current assets
Net assets
(ii)
(iii)
Summarised statement of profit or loss and other comprehensive income
Reconciliation of the summarised financial information presented above to the carrying amount of the Group’s
interest in the associated company
BAuto
At 30 April
2015
RM’000
2014
RM’000
27,185
18,121
2,063
915
Profit for the year
17,712
8,149
Net assets as at 30 April
46,960
27,185
30%
30%
14,088
8,156
Net assets as at 1 May
Equity contribution from shareholders
Interest in the associated company
Carrying value of the Group’s interest
in the associated company (RM’000)
104
2014
RM’000
(9109-K)
ANNUAL REPORT 2015
30 April 2015
5
INVESTMENT IN ASSOCIATED COMPANIES (CONT’D)
(iv) Aggregate information of associated companies that are not individually material to the Group:
2015
RM’000
The Group’s share of loss for the year,
representing total comprehensive income for the year
(80)
Aggregate carrying amounts of the total
Group’s interests in these associated companies
6
4,709
2014
RM’000
(3,108)
2,595
LONG TERM INVESTMENTS
Group
Company
2015
RM’000
2014
RM’000
2015
RM’000
2014
RM’000
70,725
58,242
-
-
Non-current
Available-for-sale financial assets
Carrying amount:
Equity instruments
- Quoted shares in Malaysia
- Quoted shares outside Malaysia
4,016
-
-
-
- Quoted warrants in Malaysia
2,065
1,877
-
-
- Quoted loan stocks in Malaysia
15,072
24,747
-
-
- Unquoted shares outside Malaysia
11,106
-
-
-
- Malaysian Government Securities
3,065
3,082
-
-
106,049
87,948
-
-
191
191
113
113
106,240
88,139
113
113
Club memberships
During the current financial year, the Group recognised an impairment loss amounting to RM154,000 (2014 : nil) in
respect of certain quoted investments designated as available-for-sale financial assets (as disclosed in Note 30) due
to significant decline of more than 20% in the fair values of these investments below their costs.
The investment in Malaysian Government Securities is deposited with the Malaysian Government in accordance
with the Pool Betting Act, 1967 in connection with the issue of the pool betting licence and yields interest at 4.24%
(2014 : 4.24%) per annum.
In the previous financial year, an available-for-sale investment of the Group amounting to RM2,311,000 was
reclassified to investment in subsidiary companies as disclosed in Note 4.
(9109-K)
ANNUAL REPORT 2015
105
30 April 2015
7
INVESTMENT PROPERTIES
Group
2015
RM’000
2014
RM’000
At 1 May
95,506
99,023
Additions
-
1,055
Disposals/other adjustments
(32)
(3,400)
Fair value adjustments (Note 29)
492
1,143
95,966
97,821
-
Classified as assets held for sale
(2,315)
95,966
95,506
Leasehold land
2,350
2,350
Buildings
2,360
2,360
4,710
4,710
At 30 April
The carrying amount of investment properties
held under lease terms are as follows:
The carrying value of the investment properties were based on valuation by an independent valuers, who hold
recognised qualifications and have relevant experience. The fair value is determined based on comparison/cost
method.
The application for the strata titles of the leasehold land and buildings of certain subsidiary companies have been
submitted to the relevant authority for processing.
In the previous financial year, a subsidiary company entered into Sale and Purchase Agreements to dispose
of certain of its investment properties. These investment properties with carrying amount of RM2,315,000 was
presented as assets held for sale as certain conditions of Sale and Purchase Agreements had not been met as at
last financial year end. The disposal was completed during the financial year.
8
DEFERRED TAX (ASSETS) / LIABILITIES
Group
At 1 May
Recognised in the
statement of profit or loss (Note 33)
Recognised in other
comprehensive income (Note 20(ii))
Arising on acquisition of a subsidiary company
At 30 April
Company
2015
RM’000
2014
RM’000
(12,226)
(18,053)
(7,799)
(149)
2,458
2015
RM’000
2014
RM’000
215
364
(101)
(149)
49
-
-
-
3,338
-
-
146
(18)
-
-
(20,028)
(12,226)
114
215
(23,692)
(16,991)
-
-
114
215
114
215
Presented after
appropriate offsetting as follows:
Deferred tax assets
3,664
Deferred tax liabilities
(20,028)
106
(9109-K)
ANNUAL REPORT 2015
4,765
(12,226)
30 April 2015
8
DEFERRED TAX (ASSETS) / LIABILITIES (CONT’D)
The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are
as follows:
Deferred Tax Assets of the Group:
2015
At 1 May 2014
Recognised in the statement of profit or loss
Recognised in other comprehensive income
At 30 April 2015
Retirement
cost
obligation
RM’000
Payables
RM’000
Unabsorbed
tax losses
and capital
allowances
RM’000
Total
RM’000
(986)
(92)
(149)
61
(33,452)
2,919
(14)
(791)
(825)
50
(35,229)
2,002
(149)
97
(1,166)
(30,547)
(1,566)
(33,279)
9,587
Less: set-off against deferred tax liabilities
(23,692)
2014
At 1 May 2013
Recognised in other comprehensive income
(728)
(26)
(333)
49
52
(22,505)
(10,947)
-
(5,282)
(35)
4,855
(329)
(28,515)
(61)
(6,425)
49
(277)
At 30 April 2014
(986)
(33,452)
(791)
(35,229)
Less: set-off against deferred tax liabilities
18,238
(16,991)
Deferred Tax Liabilities of the Group:
2015
Accelerated
capital
allowances
RM’000
Investment
properties
RM’000
At 1 May 2014
20,341
(8,429)
(80)
564
(135)
-
At 30 April 2015
11,832
429
Others
RM’000
2,098
(1,237)
129
990
Total
RM’000
23,003
(9,801)
49
13,251
(9,587)
Less: set-off against deferred tax assets
3,664
2014
At 1 May 2013
10,161
3,399
6,508
273
107
457
-
194
1,918
(14)
10,462
3,399
8,883
259
At 30 April 2014
20,341
564
2,098
23,003
(18,238)
4,765
(9109-K)
ANNUAL REPORT 2015
107
30 April 2015
8
Deferred Tax Assets of the Company:
Other
payables
RM’000
2015
Unabsorbed
capital
allowances
RM’000
Total
RM’000
At 1 May 2014
(33)
(10)
(129)
5
(162)
(5)
At 30 April 2015
(43)
(124)
(167)
167
Less: set-off against deferred tax liability
2014
At 1 May 2013
(20)
(13)
(128)
(1)
(148)
(14)
At 30 April 2014
(33)
(129)
(162)
Less: set-off against deferred tax liability
162
-
Deferred Tax Liability of the Company:
Accelerated
capital
allowances
RM’000
2015
At 1 May 2014
377
(96)
At 30 April 2015
281
(167)
114
2014
At 1 May 2013
512
(135)
At 30 April 2014
377
(162)
215
Deferred tax assets have not been recognised in respect of the following items:
Group
Unutilised tax losses
-Malaysian income tax
-foreign tax
Unabsorbed capital allowances
Others
108
(9109-K)
ANNUAL REPORT 2015
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
55,618
10,032
183
976
40,015
10,357
183
789
22,255
-
16,541
-
66,809
51,344
22,255
16,541
30 April 2015
8
Deferred tax assets have not been recognised in respect of the above unutilised tax losses, unabsorbed capital
allowances and other deductible temporary differences as it is not probable that future taxable profits from a
business source as defined by the Malaysian tax legislature will be available against which the unutilised tax losses,
unabsorbed capital allowances and other deductible temporary differences can be utilised.
Subject to agreement by the Malaysian Inland Revenue Board, unutilised tax losses and unabsorbed capital
allowances are available indefinitely for offset against future business profits of the respective entities within the
Group, subject to no substantial change in shareholdings of those entities under Section 44(5A) and Paragraph 75A,
Schedule 3 of the Income Tax Act, 1967 (the Act). However, the Minister of Finance has exercised his powers under
Section 44(5D) and Paragraph 75C, Schedule 3 of the Act to exempt all companies except dormant companies
from the provisions of Section 44(5A) and Paragraph 75A, Schedule 3 of the Act respectively.
The foreign unutilised tax losses are applicable to a foreign subsidiary company which are pre-determined by the tax
legislations of that country.
9
INTANGIBLE ASSETS
2015
RM’000
Group
Restated
2014
RM’000
At carrying amount:
Goodwill on consolidation
At 1 May
Arising from acquisition of a subsidiary company (Note 4)
Arising from acquisition of a business operation (Note (a))
Translation exchange differences
697,297
7,377
2,540
644,485
48,690
4,122
At 30 April
707,214
697,297
Dealership rights
At 1 May
Arising from acquisition of a subsidiary company (Note 4)
Translation exchange differences
56,752
(210)
52,529
4,223
At 30 April
56,542
56,752
763,756
754,049
Total
(a) Acquisition of a business operation
During the year, the Group acquired a motor dealership business for a total cash consideration of GBP2,358,000
(equivalent to RM12,927,000). The motor dealership business was then merged with the existing motor dealership
of H.R. Owen Plc. As such, it is not possible to separately identify the revenue and profit contributions of the
acquired motor dealership.
The assets arising from the acquisition are as follows:
Net assets acquired
Goodwill
Total cost and cash outflow of the acquisition
2015
RM’000
2014
RM’000
5,550
7,377
-
12,927
-
(b) Impairment test on goodwill and dealership rights
Dealership rights are allocated to the Group’s motor dealership operation.
(9109-K)
ANNUAL REPORT 2015
109
30 April 2015
9
INTANGIBLE ASSETS (CONT’D)
(b) Impairment test on goodwill and dealership rights (Cont’d)
Goodwill has been allocated to the Group’s CGUs identified according to business segments as follows:
Toto betting operations and leasing of lottery equipment
Motor dealership
Others
2015
RM’000
Group
Restated
2014
RM’000
636,968
59,846
10,400
635,071
52,664
9,562
707,214
697,297
The key assumptions used for value-in-use calculations are:
The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow projections
based on financial budgets covering three to five-year period.
i)
Budgeted gross margin and growth rate
The basis used to determine the value assigned to the budgeted gross margin is the average gross margin
and average growth rate achieved in the years before the budgeted year, adjusted for market and
economic conditions and internal resource efficiency.
ii)
Discount rates
The significant post-tax discount rates, applied to post-tax cash flows, used for the respective identified
CGUs are in the range of 7.8% to 11.8% (2014 : 5.3% to 11.5%).
Sensitivity to changes in assumptions
The management believes that there are no reasonable possible change in any of the above key assumptions
which would cause the carrying values of the goodwill and dealership rights to materially exceed their
recoverable amounts.
10INVENTORIES
Group
At cost:
Vehicles
Gaming equipment components and parts
Work-in-progress
Ticket inventories
Parts and consumables
At net realisable value:
Raw materials
Vehicles
Work-in-progress
Parts and consumables
Finished goods and inventories for resale
110
(9109-K)
ANNUAL REPORT 2015
2015
RM’000
2014
RM’000
259,489
1,158
885
3,044
13,254
243,733
1,490
1,209
3,307
13,626
277,830
263,365
8,121
73,364
557
869
3,301
3,528
42
988
364,042
267,923
30 April 2015
10
INVENTORIES (CONT’D)
The cost of inventories recognised as an expense during the financial year in the Group amounted to RM1,645,014,000
(2014 : RM647,206,000).
11RECEIVABLES
Group
Trade receivables
Other receivables
Refundable deposits
Amounts due from associated companies
Less : Allowance for doubtful debts
- trade receivables
- other receivables
Dividend receivable
Non-refundable deposits
Prepayments
Company
2015
RM’000
Restated
2014
RM’000
2015
RM’000
2014
RM’000
72,008
145,097
7,001
15,581
79,917
130,563
6,730
12,004
78
61
-
1
61
-
239,687
229,214
139
62
-
-
(1,219)
(92)
(788)
(92)
238,376
663
39,273
228,334
647
32,332
139
77,640
663
68
62
105,209
647
37
278,312
261,313
78,510
105,955
(a) Trade receivables
The Group’s trade receivables are non-interest bearing with credit term ranges from 1 to 60 days (2014 : 1
to 60 days). They are recognised at their original invoice amounts which represent their fair values on initial
recognition.
Ageing analysis of trade receivables
The ageing analysis of the Group’s trade receivables is as follows:
Group
Neither past due nor impaired
Past due but not impaired
Due and impaired
2015
RM’000
2014
RM’000
66,915
3,874
1,219
68,467
10,662
788
72,008
79,917
Receivables that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records
with the Group.
None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during
the financial year.
Receivables that are past due but not impaired
The Group has trade receivables amounting to RM3,874,000 (2014 : RM10,662,000) that are past due at the
reporting date but not impaired as there is no concern on the credit worthiness of the counter parties and the
recoverability of these debts.
(9109-K)
ANNUAL REPORT 2015
111
30 April 2015
11
RECEIVABLES (CONT’D)
(a) Trade receivables (Cont’d)
Receivables that are impaired
The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance
accounts used to record the impairment are as follows:
Group
2015
RM’000
2014
RM’000
Individually impaired
Trade receivables - nominal amounts
Less: Allowance for impairment
1,219
(1,219)
788
(788)
-
-
Movement in allowance accounts
Group
2015
RM’000
At 1 May
- Arising from acquisition of a subsidiary company
- Charge for the year (Note 28)
- Written off during the year
- Exchange differences
2014
RM’000
788
536
(129)
24
227
293
258
10
1,219
At 30 April
788
Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that
are in significant financial difficulties and have defaulted on payments. These receivables are not secured by
any collateral or credit enhancements. The management is of the opinion that there are no further factors that
warrants the consideration of additional impairment losses on a collective basis.
(b) Other receivables
Other receivables that are impaired
Included in the allowance for doubtful debts of other receivables are provision for individually impaired
receivables which have been fully provided for as at the end of the reporting date.
Movement in allowance accounts
Group
2015
RM’000
At 1 May
- Charge for the year (Note 28)
- Written off during the year
92
-
At 30 April
92
2014
RM’000
229
691
(828)
92
Included in other receivables of the Group is an advance made by a foreign subsidiary company for property
investments venture amounting to RM57,541,000 (2014 : RM40,332,000). The advance is payable on demand
and interest bearing.
Amounts due from associated companies of a foreign subsidiary are unsecured, repayable on demand
and non-interest bearing except for an amount of RM8,000,000 (2014 : RM7,329,000) which is secured, with
repayment term and interest bearing.
112
(9109-K)
ANNUAL REPORT 2015
30 April 2015
12
AMOUNTS DUE FROM SUBSIDIARY COMPANIES
Company
2015
2014
RM’000
RM’000
Less: Allowance for doubtful debts
13
221,270
(124)
176,072
(91)
221,146
175,981
Movement in allowance accounts:
At beginning of year
Charge for the year (Note 30)
Written off
91
115
(82)
72
19
-
At end of year
124
91
Amounts due from subsidiary companies are unsecured, interest bearing and repayable on demand except for the
amount of RM194,000 (2014: RM312,000) which is non-interest bearing.
DEPOSITS WITH FINANCIAL INSTITUTIONS
Group
Fixed deposits with financial institutions
Fixed deposits with financial institutions
comprise term deposits with:
- Licensed banks
- Other financial institutions
Company
2015
RM’000
Restated
2014
RM’000
2015
RM’000
2014
RM’000
315,404
114,801
345,004
144,774
22,600
3,207
5,200
840
430,205
489,778
25,807
6,040
293,500
21,904
323,120
21,884
22,600
-
5,200
-
315,404
345,004
22,600
5,200
Included in the Group’s deposits with financial institutions are amounts of RM2,906,000 (2014 : RM208,000) pledged
to banks for facilities granted to subsidiary companies.
The weighted average effective interest rates per annum of deposits at the reporting date were as follows:
Group
Licensed banks
Other financial institutions
Company
2015
Restated
2014
2015
2014
3.35%
1.02%
3.07%
1.12%
3.18%
-
2.95%
-
The average maturities of deposits as at the end of the financial year were as follows:
Group
Licensed banks
Other financial institutions
Company
2015
Restated
2014
2015
2014
9 days
78 days
9 days
32 days
5 days
-
2 days
-
(9109-K)
ANNUAL REPORT 2015
113
30 April 2015
14
SHARE CAPITAL
Group and Company
Number of ordinary
shares of RM0.10 each
Amount
2015
2014
2015
2014
Units ’000
Units ’000
RM’000
RM’000
Authorised:
At beginning of the year/end of the year
20,000,000
20,000,000
2,000,000
2,000,000
Issued and fully paid:
1,351,030
1,351,030
135,103
135,103
The number of issued and fully paid shares with voting rights as at 30 April are as follows:
Number of
ordinary shares
2015
2014
Units ’000
Units ’000
Total number of issued and paid up ordinary shares
Less : Ordinary shares held as treasury shares (Note 19)
1,351,030
(6,636)
1,351,030
(2,911)
1,344,394
1,348,119
The holders of ordinary shares (other than treasury shares) are entitled to receive dividends as declared from time
to time and are entitled to one vote per share at meetings of the Company. All ordinary shares (other than treasury
shares) rank equally with regard to the Company’s residual assets.
15
CAPITAL RESERVE
The capital reserve of RM21,327,000 (2014 : RM21,327,000) represents non-distributable reserve transferred from
post-acquisition retained earnings arising from bonus issue of shares of a subsidiary company.
16
EXCHANGE RESERVE
17
2015
RM’000
Group
Restated
2014
RM’000
At 1 May
Currency translation differences
26,083
33,717
12,997
13,086
At 30 April
59,800
26,083
AVAILABLE-FOR-SALE (“AFS”) RESERVE
Group
2015
RM’000
114
2014
RM’000
At 1 May
(Loss)/Gain on fair value changes through comprehensive income
Transfer to profit or loss upon disposal/derecognition
18,667
(2,622)
(485)
10,424
19,926
(11,683)
At 30 April
15,560
18,667
The AFS reserve represents the cumulative fair value changes, of available-for-sale financial assets until they are
disposed or impaired.
(9109-K)
ANNUAL REPORT 2015
30 April 2015
18
RETAINED EARNINGS
The entire retained earnings of the Company, subject to the implied reduction effect of treasury share balance, is
available for distribution as single tier dividends.
19
TREASURY SHARES
Group and Company
Number of shares
2015
2014
2015
Units ’000
Units ’000
RM’000
At 1 May
Shares bought back during the year
Distributed as share dividend
2,911
3,725
-
At 30 April
6,636
7,840
25,690
(30,619)
2,911
11,860
12,852
-
Amount
2014
RM’000
32,907
103,695
(124,742)
24,712
11,860
The renewal of the Company’s plan and mandate relating to the share buy back was approved by the shareholders
of the Company on 20 October 2014 granting the directors of the Company the authority to buy back its own shares
up to 10% of the existing total paid-up share capital, inclusive of all treasury shares that have been bought back.
During the financial year, the Company bought back 3,725,000 shares from the open market at an average price of
RM3.45 each amounting to RM12,852,000. The cumulative shares bought back were held as treasury shares.
In the previous financial year, the Company declared and approved a share dividend in respect of financial year
ended 30 April 2014 via distribution of 30,618,886 treasury shares on the basis of one treasury share for every forty
three existing ordinary shares with voting rights held. The share dividend was distributed on 28 April 2014.
20
RETIREMENT BENEFIT OBLIGATIONS
Group
2015
RM’000
At 1 May
Recognised in statement of profit or loss
Recognised in statement of other comprehensive income
Employer's contribution
At 30 April
2014
RM’000
3,462
642
543
(1,067)
238
2,406
127
1,583
191
(715)
(130)
3,818
3,462
The foreign subsidiary companies maintained separate funded retirement plans for its eligible employees. Actuarial
valuations are made regularly to update the retirement benefit costs.
The amounts of retirement benefit obligation recognised in the consolidated statement of financial position are
determined as follows:
Group
Present value of the obligation
Fair value of plan assets
2015
RM’000
2014
RM’000
71,452
(67,634)
64,913
(61,451)
3,818
Deficit of plan assets
(9109-K)
3,462
ANNUAL REPORT 2015
115
30 April 2015
20
RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
The movements in present value of the retirement benefit obligation recognised are as follows:
Group
2015
RM’000
2014
RM’000
Addition due to acquisition of a subsidiary company
Current service cost and interest cost
Actuarial loss
Benefits paid by the plan
Members' contribution
64,913
3,126
4,725
(1,565)
253
3,077
55,025
2,834
1,032
(921)
5
3,861
At end of year
71,452
64,913
The movements in fair value of plan assets are presented below:
Group
2015
RM’000
2014
RM’000
Addition due to acquisition of a subsidiary company
Interest income
Return on plan assets
Employer's contribution
Benefits paid by the plan
Actuarial (loss)/gain
Members' contribution
61,451
2,484
4,205
1,067
(1,565)
(35)
27
434
54,898
1,251
668
715
(921)
173
5
4,228
At end of year
67,634
61,451
The plan assets consist of the following:
Group
Fixed income assets
Cash in bank
Others
2015
RM’000
2014
RM’000
67,069
564
1
61,138
303
10
67,634
61,451
The components of amounts recognised in the consolidated profit or loss and in other comprehensive income in
respect of the defined benefit post-employment plan are as follows:
(i)
Reported in the consolidated statement of profit or loss:
Group
116
2015
RM’000
2014
RM’000
Current service costs recognised in directors’
remuneration and staff costs (Notes 28 and 28 (b))
Net interest costs (Note 32)
522
120
1,450
133
Retirement benefits recognised in profit or loss
642
1,583
(9109-K)
ANNUAL REPORT 2015
30 April 2015
20
RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
(ii)
Reported in the consolidated statement of other comprehensive income:
Group
2015
RM’000
Remeasurement losses arising from:
Actuarial changes in financial assumptions
Actuarial changes in demographic assumptions
Return on plan assets
Experience adjustments arising from defined benefit obligations
2014
RM’000
(8,094)
3,620
4,205
(274)
(1,326)
(21)
668
488
Deferred tax income/(expense) (Note 8)
(543)
149
(191)
(49)
Retirement benefits recognised in other comprehensive income
(394)
(240)
Attributable to:
Owners of the parent *
(321)
(73)
13
(253)
(394)
(240)
*
Recognised in the consolidated retained earnings through other comprehensive income.
The current service and net interest costs are charged to profit or loss and presented as part of the employee benefit
expenses and finance costs respectively.
The amounts recognised in other comprehensive income were included within items that will not be subsequently
reclassified to profit or loss.
Presented below is the historical information related to the present value of the retirement benefit obligation, fair
value of plan assets and deficit in the plan.
Present value of the obligation
Fair value of the plan assets
Deficit in the plan
2015
RM’000
2014
RM’000
71,452
(67,634)
64,913
(61,451)
3,818
3,462
2013
RM’000
2012
RM’000
2011
RM’000
3,077
(434)
3,023
(384)
1,589
(392)
2,643
2,639
1,197
For the determination of retirement benefit obligation, the following actuarial assumptions were used:
Discount rate
2015
2014
3.4%-4.75%
4.2%-4.99%
Sensitivity analysis for retirement benefit obligation
The management is of the view that any change in the assumptions will not have significant impact to the Group.
(9109-K)
ANNUAL REPORT 2015
117
30 April 2015
21
LONG TERM BORROWINGS
Group
Medium term notes
Secured:
3.73% p.a. fixed rate medium term notes
Maturity
2015
RM’000
2014
RM’000
June 2014
July 2014
June 2015
June 2016
October 2016
June 2017
June 2018
July 2019
200,000
55,000
50,000
150,000
95,000
145,000
150,000
30,000
200,000
50,000
150,000
-
695,000
580,000
(200,000)
(180,000)
495,000
400,000
Portion repayable within 12 months
included under short term borrowings (Note 23)
The medium term notes programme of up to RM800.0 million in nominal value was established by a wholly-owned
subsidiary, Sports Toto Malaysia Sdn Bhd (“STM”). As at 30 April 2015, total medium term notes amounting to
RM695.0 million (2014 : RM580.0 million) in nominal value remain outstanding.
The medium term notes are secured by:
22
(i)
A third party first equitable charge over the entire issued and paid-up share capital of a subsidiary company
who is the issuer as disclosed in Note 4; and
(ii)
corporate guarantee provided by the Company as disclosed in Note 36.
OTHER LONG TERM LIABILITIES
Group
Hire purchase payables (Note a)
Deferred income (Note b)
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
1,458
93
1,436
-
540
-
532
-
1,551
1,436
540
532
Notes:
(a) Future minimum lease payments for hire purchase payables are summarised as follows:
Group
Gross amount repayables:
Within one year after reporting date
More than one year but
not later than two years
More than two years but
not later than five years
Less: Unexpired interests
118
(9109-K)
ANNUAL REPORT 2015
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
674
816
234
183
624
528
233
183
974
1,083
354
426
2,272
(260)
2,427
(286)
821
(90)
792
(105)
2,012
2,141
731
687
30 April 2015
22
OTHER LONG TERM LIABILITIES (CONT’D)
(a) Future minimum lease payments for hire purchase payables are summarised as follows: (Cont’d)
The present value of hire purchase payables are summarised as follows:
Group
Within one year after reporting date
More than one year but
not later than two years
More than two years but
Less : amount payable within
12 months (Note 25)
Amount payable after 12 months
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
554
705
191
155
542
448
204
155
916
988
336
377
2,012
2,141
731
687
(191)
(155)
540
532
(554)
(705)
1,458
1,436
(b) Included in deferred income is the deferred membership fees which are recognised over the membership
period by a subsidiary company.
23
SHORT TERM BORROWINGS
Group
Secured:
Term loans
Medium term notes (Note 21)
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
200,000
153,725
180,000
-
113,414
-
200,000
333,725
-
113,414
The range of interest rates per annum at the reporting date for short term borrowings was as follows:
Group
Secured:
Term loans
Medium term notes
2015
%
2014
%
5.50
4.65 - 7.00
3.73
Company
2015
%
-
2014
%
4.65
-
A property and certain quoted shares of the Group as disclosed in Note 3 and Note 4 pledged for the term loans of
the Group and of the Company had been discharged upon full settlement of the said term loans during the financial
year.
(9109-K)
ANNUAL REPORT 2015
119
30 April 2015
24PROVISIONS
Group
2015
RM’000
Sales warranty
At 1 May
Additional provision during the year (Note 28)
Utilised during the year
2014
RM’000
613
190
(741)
62
421
559
(407)
40
At 30 April
124
613
Restoration costs
At 1 May
Additional provision during the year
968
3
949
19
At 30 April
971
968
1,095
1,581
Total
(a) Sales warranty
A foreign subsidiary gave 3 to 12 months (2014 : 3 to 12 months) warranties on certain products and undertakes
to repair or replace items that fail to perform satisfactorily. A provision for warranties is recognised for all products
under warranty at the reporting date based on past experience on the level of repairs and returns.
(b) Dismantlement, removal or restoration of property, plant and equipment
Provision for dismantlement, removal or restoration is the estimated cost of dismantlement, removal or restoration
of property, plant and equipment arising from the acquisition use of such assets, which are capitalised and
included in the cost of property, plant and equipment.
25PAYABLES
Group
Trade payables
Pool betting duty payables
Other payables
Accruals
Agency deposits
Hire purchase payable
within 12 months (Note 22(a))
Dividend payables
Deferred income
2015
RM’000
2014
RM’000
367,786
22,725
123,250
221,592
37,566
296,755
25,277
92,130
234,875
37,319
Company
2015
2014
RM’000
RM’000
556
734
-
352
727
-
554
705
191
155
773,473
687,061
1,481
1,234
1,567
7,496
1,015
4,704
1,474
-
289
-
782,536
692,780
2,955
1,523
Included in trade payables of the Group are manufacturers and other third party vehicle stocking loans of
RM243,784,000 (2014 : RM185,233,000) obtained by foreign subsidiary companies. These loans are secured by fixed
and floating charges on certain vehicle inventories held.
Included in accruals of the Group are accrued contribution to the National Sports Council and provision for gaming
tax payable to the Ministry of Finance.
Agency deposits represent deposits obtained from agents for operating toto betting outlets. These deposits are
refundable upon termination of operation contracts.
The normal trade credit terms granted to the Group ranges from 1 to 183 days (2014 : 1 to 183 days).
120
(9109-K)
ANNUAL REPORT 2015
30 April 2015
26
AMOUNTS DUE TO SUBSIDIARY COMPANIES
Company
2015
RM’000
2014
RM’000
800,086
632,530
Amounts due to subsidiary companies are unsecured, repayable on demand and interest bearing except for an
amount of RM2,656,000 (2014 : RM3,041,000) which is non-interest bearing.
27REVENUE
Revenue of the Group and the Company are analysed into significant categories as follows and the intra-group
transactions are excluded:
Group
Dividend income
Management fee income
Toto betting and leasing of
lottery equipment income
Sale of motor vehicles and
charges for aftersales services rendered
Sale of lottery and voting
systems and spare parts
Income from supply of goods
and services from hotel operations
Rental income and service
charges from investment properties
Income from health and
fitness centre operation
28
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
219
-
219
-
355,568
317
604,840
318
3,355,461
3,503,290
-
-
1,891,923
783,646
-
-
21,046
35,397
-
-
10,986
10,293
-
-
6,048
5,572
-
-
2,673
2,422
-
-
5,288,356
4,340,839
355,885
605,158
PROFIT BEFORE OTHER INCOME AND EXPENSES
Group
2015
RM’000
2014
RM’000
229
16
216
12
600
-
761
(12)
Company
2015
2014
RM’000
RM’000
Profit before other income and
expenses is stated after charging:
Auditors’ remuneration
- statutory audit:
auditors of the Company
- current year
- underprovision in previous year
other auditors
- current year
- underprovision in previous year
- other services
- auditors of the Company
- other auditors
Depreciation of property, plant and equipment
110
397
32,563
111
336
29,319
66
3
63
3
-
-
39
1,159
11
1,102
(9109-K)
ANNUAL REPORT 2015
121
30 April 2015
28
PROFIT BEFORE OTHER INCOME AND EXPENSES (CONT’D)
Group
expenses is stated after charging: (Cont’d)
Directors’ remuneration:
- fees
- salaries and other emoluments
- defined contribution plans
- defined benefit plans (Note 20(i))
- performance incentive
- bonus
Operating lease:
- minimum lease payments of premises
- minimum lease payments of equipment
Contribution to National Sports Council
Allowance for doubtful debts
- trade receivables (Note 11(a))
- other receivables (Note 11(b))
Loss on disposal of
property, plant and equipment
Realised loss on foreign exchange
Unrealised loss on foreign exchange
Provision for sales warranty (Note 24)
Inventories written down
Direct operating expenses of investment properties:
- revenue generating during the year
- non-revenue generating during the year
Property, plant and equipment written off:
- included in general and administrative expenses
Employee benefit expenses (Note b):
(excluding directors)
expenses is stated after crediting:
Gain on disposal of
property, plant and equipment
Rental income and service charges
- included in revenue
- included in other income
Gain on foreign exchange
122
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
1,692
16,726
3,071
200
8,944
2,395
678
11,969
3,008
162
9,346
2,447
135
2,460
477
540
116
2,381
472
516
32,122
1,567
53,024
19,915
1,566
55,253
2,935
19
-
2,924
24
-
536
-
258
691
-
-
273
422
5,222
190
4,634
186
559
359
-
-
2,951
188
2,690
223
-
-
2
1,097
-
3
193,369
130,216
4,318
3,947
156
338
8
-
6,048
1,486
-
5,572
1,910
7,268
-
-
The estimated monetary value of benefits-in-kind received by the directors were RM121,000 (2014 : RM128,000) for
the Group and RM37,000 (2014 : RM29,000) for the Company.
(9109-K)
ANNUAL REPORT 2015
30 April 2015
28
PROFIT BEFORE OTHER INCOME AND EXPENSES (CONT’D)
(a) Directors’ remuneration
The aggregate directors’ remuneration for directors of the Company that are in office during the financial year
received from the Group and the Company are as follows:
2015
Executive
Non-executive
2014
Executive
Non-executive
Fees
RM’000
Benefitsin-kind
RM’000
Salaries
and other
emoluments
RM’000
Bonus
RM’000
Total
RM’000
46
135
60
37
6,587
770
1,641
83
8,334
1,025
181
97
7,357
1,724
9,359
38
116
60
29
6,044
655
1,207
78
7,349
878
154
89
6,699
1,285
8,227
(b) Employee benefit expenses
Group
Wages, salaries and other allowances
Social security costs
and employee insurance
Bonuses
Pension costs
- defined contribution plans
- defined benefit plans (Note 20(i))
Provision for short term
compensated absences
29
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
160,193
102,877
3,121
2,868
13,139
10,813
11,298
8,065
188
534
144
466
8,585
322
6,212
1,288
429
-
412
-
317
476
46
57
193,369
130,216
4,318
3,947
INVESTMENT RELATED INCOME
Group
Dividend income from investments
Gain on disposal of other long term investments
Gain on disposal of investment properties
Fair value adjustments of
investment properties (Note 7)
Refund of stamp duty and expenses paid
in relation to an aborted corporate exercise
Net fair value gain on available-for-sale
equity investment transferred
from equity upon derecognition
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
2,141
655
256
5,534
8,267
500
-
-
492
1,143
-
-
18,120
-
-
-
-
13,238
-
-
21,664
28,682
-
-
(9109-K)
ANNUAL REPORT 2015
123
30 April 2015
30
INVESTMENT RELATED EXPENSES
Group
Impairment in value of investment
in a subsidiary company (Note 4)
Impairment in value of investment
in an associated company (Note 5)
Impairment in value of available for-sale investments (Note 6)
Allowance for doubtful debts for amount
owing by subsidiary companies (Note 12)
Corporate exercises expenses
31
2014
RM’000
-
-
414,680
-
-
-
143
1,611
154
-
-
-
-
34,854
115
-
19
-
154
34,854
414,938
1,630
OTHER INCOME
Group
Other income comprise:
Interest income on loans and receivables:
- deposits with financial institutions
- advances to subsidiary companies
- others
Others:
- operating lease income
- miscellaneous
32
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
13,010
5,780
10,827
1,372
392
12,540
-
658
10,282
-
1,486
6,334
1,910
8,525
-
-
26,610
22,634
12,932
10,940
FINANCE COSTS
Group
Interest on:
- advances from a subsidiary company
- short term loans
- medium term notes
- hire purchase
- manufacturers' vehicle stocking loans
- defined benefit pension scheme (Note 20 (i))
Other finance charges
124
Company
2015
2014
RM’000
RM’000
2015
RM’000
(9109-K)
ANNUAL REPORT 2015
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
2,444
35,146
146
7,066
120
418
5,897
29,232
139
2,882
133
3,409
36,439
872
53
379
35,604
2,593
35
2,640
45,340
41,692
37,743
40,872
30 April 2015
33TAXATION
Group
Current year tax expense:
Malaysian income tax
Foreign tax
Under/(over) provision in prior years:
Malaysian income tax
Foreign tax
Deferred tax (Note 8):
Relating to origination and
reversal of temporary differences
(Over)/underprovision in prior years
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
137,716
24,341
126,348
24,107
-
-
162,057
150,455
-
-
7,275
(825)
13,071
42
-
-
6,450
13,113
-
-
168,507
163,568
-
-
575
(8,374)
(133)
32
(156)
7
2,458
(101)
(149)
166,026
(101)
(149)
16,250
(13,792)
(7,799)
160,708
Domestic current income tax is calculated at the statutory tax rate of 25% (2014 : 25%) of the estimated assessable
profit for the year. Taxation of other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and the Company is as follows:
Group
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
Profit/(loss) before tax
534,012
509,722
(103,559)
554,573
Tax at Malaysian statutory tax rate of 25% (2014 : 25%)
Different tax rates in the
foreign subsidiary companies
Expenses not deductible for tax purposes
Income not subject to tax
Effect of income subject to real property gain tax
Effect of utilisation of previously unrecognised
tax losses and unabsorbed capital allowances
Deferred tax assets not recognised
in respect of current year’s tax losses
and unabsorbed capital allowances
Underprovision of tax expense in prior years
(Over)/underprovision of deferred tax in prior years
133,503
127,431
(25,890)
138,643
115,549
(91,242)
-
13,011
(153,174)
-
Tax expense for the year
160,708
(2,129)
34,357
(6,769)
(87)
5,087
38,263
(6,069)
-
(109)
(274)
-
-
3,866
6,450
(8,374)
2,267
13,113
(13,792)
1,450
32
1,364
7
166,026
(101)
(149)
Tax savings during the financial year arising from:
Company
2015
2014
RM’000
RM’000
477
Utilisation of current year losses
(9109-K)
437
ANNUAL REPORT 2015
125
30 April 2015
34
EARNINGS PER SHARE
The earnings per share is calculated by dividing the profit for the year attributable to owners of the Company by the
weighted average number of ordinary shares with voting rights in issue during the financial year excluding treasury
shares held by the Company as follows:
Group
2015
RM’000
2014
RM’000
361,610
328,706
1,346,498
1,332,766
26.86
24.66
Profit attributable to owners of the Company
Weighted average number of shares with voting rights outstanding (‘000)
Basic earnings per share (sen)
Diluted earnings per share is the same as basic earnings per share as there were no potential dilutive ordinary shares
during the year.
35
DIVIDENDS PER SHARE
Dividends
per share
net of tax
Sen
Recognised during the year:
Interim dividends
In respect of prior year
- 4th interim - 7 sen single tier
exempt per share approved in respect
of financial year ended 30 April 2014
(2014 : 4 sen single tier exempt per share)
In respect of current year
- 1st interim - 5.5 sen single tier
exempt per share (2014 : 4 sen
single tier exempt per share)
- 2nd interim - 6 sen single tier
exempt per share (2014 : 6 sen
single tier exempt per share)
- 3rd interim - 5 sen single tier
exempt per share (2014 : 9.5 sen
share dividend per share*)
2015
Company
Dividends
per share
net of tax
Sen
7.00
94,368
4.00
53,562
5.50
74,146
4.00
53,414
6.00
80,664
6.00
79,824
5.00
67,220
9.50
124,742
316,398
126
2014
Amount of
dividend
net of tax
RM’000
Amount of
dividend
net of tax
RM’000
311,542
*
On 28 April 2014, the Company distributed share dividend in respect of financial year ended 30 April 2014, via
distribution of 30.6 million treasury shares on the basis of one treasury share for every forty three existing ordinary
shares held. Based on the treasury shares book costs as stated in Note 19 of RM124.742 million, the share
dividend was equivalent to approximately 9.5 sen per share based on the ordinary shares in issue with voting
rights as at 16 April 2014 of 1,317,500,000.
On 18 June 2015, the Company declared and approved a fourth interim single tier exempt dividend of 5 sen
per share on 1,344,394,100 ordinary shares with voting rights in respect of financial year ended 30 April 2015
amounting to RM67.22 million. The financial statements for the current financial year do not reflect this dividend.
This dividend will be accounted for in the shareholders’ equity as an appropriation of retained earnings in the
financial year ending 30 April 2016.
(9109-K)
ANNUAL REPORT 2015
30 April 2015
36
FINANCIAL GUARANTEE
Group
2015
RM’000
2014
RM’000
*
*
Financial guarantee - secured
Corporate guarantee of RM695.0 million
(2014 : RM580.0 million) given by the
Company to the holders of medium term notes
issued by a wholly-owned subsidiary company
*
Company
2015
2014
RM’000
RM’000
*
*
No value is placed on the corporate guarantee provided by the Company to secure the medium term notes
issued by its wholly-owned subsidiary company. The directors are of the opinion that the financial guarantee
is not likely to be called upon and regard the value of the credit enhancement provided by the corporate
guarantee as minimal.
No value is placed on the financial guarantee provided to a financial institution by a foreign subsidiary company for
a facility granted to its associated company of which a total amount of Php250.0 million equivalent to RM20.0 million
(2014 : Php250.0 million equivalent to RM18.3 million) was utilised as at the reporting date. The directors are of the
opinion that the financial guarantee is not likely to be called upon and regard the value of the guarantee given as
minimal.
37
CAPITAL AND LEASE COMMITMENTS
(a) Other commitments
2015
RM’000
Capital expenditures:
- Approved and contracted for
- Approved but not contracted for
Group
2014
RM’000
5,378
11,582
4,208
8,169
16,960
12,377
(b) Non-cancellable operating lease commitments - Group and Company as lessees
Group
Future minimum lease payable:
Not later than one year
Later than one year but
Later than 5 years
Company
2015
2014
RM’000
RM’000
2015
RM’000
2014
RM’000
31,984
31,092
3,930
2,563
77,384
53,225
75,962
61,347
2,619
-
-
162,593
168,401
6,549
2,563
The Group and the Company entered into operating leases which represent lease payable for the use of
premises, vehicles and plant.
The minimum lease payments recognised in profit or loss during the financial year are disclosed in Note 28.
(9109-K)
ANNUAL REPORT 2015
127
30 April 2015
37
CAPITAL AND LEASE COMMITMENTS (CONT’D)
(c) Non-cancellable operating lease commitments - Group as lessor
Group
Future minimum rental receivable:
Not later than one year
Later than one year but not later than five years
38
2014
RM’000
3,092
2,249
3,785
5,302
5,341
9,087
The Group entered into commercial property leases on its investment properties portfolio consisting of premises
and office space.
A foreign subsidiary company had entered into a lease for provision of online lottery equipment for a stipulated
period. Revenue from the leasing of lottery equipment is recognised based on certain percentage of the gross
receipts from the lottery ticket sales of the lottery operator subject to an annual minimum fee as prescribed in
the lease agreement. The lease income is recognised as revenue during the financial year as disclosed in Note
27.
The approved and contracted capital expenditures in last financial year included the balance of the purchase
consideration of a hotel of approximately RM187,000 by a foreign subsidiary and was fully settled upon
compliance with various terms and conditions during the financial year.
SIGNIFICANT RELATED PARTY DISCLOSURES
Group
Interest income from
- Berjaya Sports Toto (Cayman) Limited - (a)
- Magna Mahsuri Sdn Bhd - (a)
- FEAB Properties Sdn Bhd - (a)
Interest expense to
- Sports Toto Malaysia Sdn Bhd - (a)
Purchases of consumables from
- Graphic Press Group Sdn Bhd - (c)
Advances from / (given to)
- Sports Toto Malaysia Sdn Bhd - (a)
- FEAB Properties Sdn Bhd - (a)
- Magna Mahsuri Sdn Bhd - (a)
- Berjaya Sports Toto (Cayman) Limited - (a)
Management fees for services rendered by
- Berjaya Corporation Berhad - (b)
Security guard services charges by
- Berjaya Guard Services Sdn Bhd - (c)
Rental charges by
- Nada Embun Sdn Bhd - (c)
- Ambilan Imej Sdn Bhd - (c)
- Berjaya Credit Sdn Bhd
(formerly known as Biofield Sdn Bhd) - (h)
Rental income from
- U Mobile Sdn Bhd - (d)
- Berjaya Higher Education Sdn Bhd - (c)
128
2015
RM’000
(9109-K)
ANNUAL REPORT 2015
2015
RM’000
2014
RM’000
-
-
-
-
(14,966)
-
(12,994)
-
(720)
(720)
(3,468)
(3,449)
(1,814)
(2,475)
(1,812)
(2,445)
(442)
(442)
1,286
2,342
1,247
2,204
Company
2015
2014
RM’000
RM’000
9,392
2,370
764
(36,439)
(31)
8,169
1,512
578
(35,604)
-
131,802
(2,581)
(8,529)
(21,603)
21,971
(535)
(11,263)
(7,693)
(720)
(720)
(279)
(2,475)
(296)
(2,445)
-
-
-
-
30 April 2015
38
SIGNIFICANT RELATED PARTY DISCLOSURES (CONT’D)
Group
2015
RM’000
Share registration services rendered by
- Berjaya Registration Services Sdn Bhd - (c)
Receipt of leasing and
hire purchase facilities from
- Prime Credit Leasing Sdn Bhd - (c)
Parking charges by
- BTS Car Park Sdn Bhd - (f)
Research and development, implementation
of data storage and maintenance services
as well as purchase of hardware,
software and network equipments from
- Qinetics Services Sdn Bhd - (e)
Aircraft leasing charges by
- Berjaya Air Sdn Bhd - (c)
- Berjaya Jet Charter Sdn Bhd - (c)
Supply of computerised
lottery systems and related services
- Natural Avenue Sdn Bhd - (f)
Advertising and publishing services charged by
- Sun Media Corporation Sdn Bhd - (g)
2014
RM’000
Company
2015
2014
RM’000
RM’000
(486)
(677)
(486)
(677)
(617)
(1,341)
(215)
(645)
(355)
(364)
(23)
(22)
(1,540)
(1,288)
(1,346)
(1,175)
(1,500)
(5,916)
(1,500)
(1,119)
500
(1,342)
460
(1,191)
-
-
-
-
(15)
Other significant related party transactions and balances have been disclosed in Notes 11, 12, 25, 26 and 28.
The nature of the related party relationships are as follows:
(13)
(a)
(b)
(c)
(d)
subsidiary companies;
ultimate holding company, BCorp;
related companies of BCorp Group other than subsidiary or associated companies of the Company;
a company in which a director of the Company, namely Dato’ Sri Robin Tan Yeong Ching (“DSRT”)
has interest. A substantial shareholder of the Company, Tan Sri Dato’ Seri Vincent Tan Chee Yioun (“TSVT”) also
has interests. TSVT is the father of DSRT;
(e) a subsidiary company of MOL.com Sdn Bhd (“MOL”). The related company of BCorp Group and a director of
the Company, namely DSRT as well as a substantial shareholder of the Company, namely TSVT have interests in
MOL;
(f) subsidiary companies of Berjaya Assets Berhad (“BAssets”). The Company’s subsidiary, related companies
of BCorp Group as well as a director of the Company, namely DSRT have interests in BAssets. A substantial
shareholder of the Company, namely TSVT and his brother, Tan Sri Dato’ Tan Chee Sing (“TSDT”), also have
interests in BAssets; TSDT is the father of a director of the Company, Dato’ Dickson Tan Yong Loong;
(g) a subsidiary company of Berjaya Media Berhad (“BMedia”). The Company’s subsidiary and related
companies of BCorp Group as well as a director of the Company, namely DSRT have interests in BMedia. A
substantial shareholder of the Company, TSVT and his brother TSDT also have interestsin BMedia;
(h) a company where a substantial shareholder, TSVT has interests.
Certain professional fee amounting to RM6,510,000 (2014 : RM6,782,000) was incurred by a foreign subsidiary company
for management and consultancy services contracted with a corporate entity, of which the Chief Executive Officer
of the foreign subsidiary company has an interest.
(9109-K)
ANNUAL REPORT 2015
129
30 April 2015
38
SIGNIFICANT RELATED PARTY DISCLOSURES (CONT’D)
The compensation (including benefits-in-kind) of the key management personnel, who are the directors of the Group
are as follows:
Group
Short-term benefits
Post-employment benefits
39
2015
RM’000
2014
RM’000
29,878
3,271
24,568
3,170
33,149
27,738
FAIR VALUE MEASUREMENT
The Group and the Company measure fair values using the following fair value hierarchy that reflects the significance
of the inputs used in making the measurements:
Level 1
Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2
Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable. Level 3
Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
(a) Group’s assets that are measured at fair value
(i)
The table below analyses the Group’s assets measured at fair value at the reporting date, according to
the levels in the fair value hierarchy:
GROUP
130
Level 1
RM’000
Level 2
RM’000
Level 3
RM’000
Total
RM’000
At 30 April 2015
Non-financial assets
-
28,910
67,056
95,966
At 30 April 2014
Non-financial assets
-
28,450
67,056
95,506
(ii)
Description of valuation techniques used and key inputs to valuation on investment properties:
Comparison/cost method
Under the comparison method, a property’s fair value is estimated based on comparable transactions.
This approach is based upon the principle of substitution under which a potential buyer will not pay more
for the property than it will cost to buy a comparable substitute property. In theory, the best comparable
sale would be an exact duplicate of the subject property and would indicate, by the known selling price
of the duplicate, the price for which the subject property could be sold. Investment properties valued
under the comparison method, with insignificant adjustments factors, are categorised as Level 2 in the fair
value hierarchy.
(9109-K)
ANNUAL REPORT 2015
39
FAIR VALUE MEASUREMENT (CONT’D)
(a) Group’s assets that are measured at fair value (Cont’d)
Comparison/cost method (Cont’d)
An investment property which was included in the Level 3 category in fair value hierarchy is valued
using the comparison method with significant adjustments made for differences such as location, size,
condition, accessibility and design (“adjustment factors”). The significant unobservable inputs for this
investment property, which are the adjustment factors, range between -14% and 29% of the respective
comparative prices.
Under the cost method, a completed building was valued by reference to the current estimates on
construction costs to erect equivalent buildings. Appropriate adjustments are made for the factors of
age, obsolescence and existing physical condition of the building. The investment property valued using
this method is categorised as Level 3 in the fair value hierarchy. The significant unobservable inputs are
the replacement cost per square feet and discount rate applied for the adjustments on the age and
condition of the building.
(iii)
Fair value reconciliation of investment properties measured at Level 3
The carrying amount of investment properties categorised under Level 3 in fair value hierarchy are as
follows:
Group
2015
RM’000
2014
RM’000
67,056
67,056
There were no fair value changes noted in the current and prior financial year of these investment
properties.
(b) Financial instruments that are measured at fair value
As at the reporting date, the Group held the following financial instruments carried at fair values in the
statements of financial position:
GROUP
Note
Level 1
RM’000
Level 2
RM’000
Level 3
RM’000
Total
RM’000
At 30 April 2015
Financial assets
Other long term investments
6
94,943
11,106
-
106,049
At 30 April 2014
Financial assets
Other long term investments
6
87,948
-
-
87,948
There has been no transfer between Level 1 and Level 2 for the Group during the year.
(9109-K)
ANNUAL REPORT 2015
131
30 April 2015
40
FINANCIAL INSTRUMENTS
(a) Classification of Financial Instruments
The following table analyses the financial assets and financial liabilities in the statements of financial position by
the class of financial instruments to which they are assigned, and therefore by the measurement basis:
GROUP
2015
Note
Assets
Trade and other receivables
6
11
13
13
Total financial assets
Total non-financial assets
Availablefor-sale
financial
assets
RM’000
Loans
and
receivables
RM’000
Financial
liabilities at
amortised
cost
RM’000
Total
RM’000
106,049
-
238,376
315,404
114,801
-
106,049
238,376
315,404
114,801
106,049
668,581
-
774,630
1,475,068
2,249,698
Total assets
Liabilities
Trade and other payables
25
22
21
23
Total financial liabilities
Total non-financial liabilities
-
-
773,473
1,458
495,000
200,000
773,473
1,458
495,000
200,000
-
-
1,469,931
1,469,931
24,200
1,494,131
Total liabilities
2014 (Restated)
Assets
6
11
13
13
87,948
-
228,334
345,004
144,774
-
87,948
228,334
345,004
144,774
87,948
718,112
-
806,060
1,346,666
Total assets
2,152,726
Liabilities
Other long term liability
25
22
21
23
Total liabilities
132
-
-
687,061
1,436
400,000
333,725
687,061
1,436
400,000
333,725
-
-
1,422,222
1,422,222
26,869
1,449,091
(9109-K)
ANNUAL REPORT 2015
30 April 2015
40
FINANCIAL INSTRUMENTS (CONT’D)
(a) Classification of Financial Instruments (Cont’d)
COMPANY
2015
Assets
Other receivables
Note
11
12
13
13
Loans
and
receivables
RM’000
Financial
liabilities at
amortised
cost
RM’000
Total
RM’000
139
221,146
22,600
3,207
-
139
221,146
22,600
3,207
247,092
-
247,092
6,264,188
6,511,280
Total assets
Liabilities
Other payables
25
26
22
23
-
1,481
800,086
540
-
1,481
800,086
540
-
-
802,107
802,107
1,588
803,695
Total liabilities
2014
Assets
Other receivables
11
12
13
13
62
175,981
5,200
840
-
62
175,981
5,200
840
182,083
-
182,083
6,706,424
Total assets
Liabilities
Other payables
Other long term liability
6,888,507
25
26
22
23
-
1,234
632,530
532
113,414
1,234
632,530
532
113,414
-
747,710
747,710
504
Total liabilities
748,214
(9109-K)
ANNUAL REPORT 2015
133
30 April 2015
40
FINANCIAL INSTRUMENTS (CONT’D)
(b) Financial instruments that are not carried at fair value and whose carrying amounts are reasonable
approximation of fair value
Financial instruments that are not carried at fair value and whose carrying amounts are reasonable
approximation of fair value are as follows:
Note
Amounts due from/(to) subsidiary companies
Hire purchase payables
41
11
13
13
25
12 and 26
*
*
*
*
#
21
22
23
^
^
*
*
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values
as they are either within the normal credit terms or they have short maturity period.
^
The fair values of medium term notes and hire purchase payables are estimated by discounting expected
future cash flows at market incremental lending rate for similar types of lending at the reporting dates. The
carrying amounts of borrowings and hire purchase payables are reasonable approximation of fair value
due to the insignificant impact of discounting.
#
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values
as they are repayable on demand.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for
the development of the Group’s businesses whilst managing its credit risk, liquidity risk and market risk (including interest rate risk, foreign currency risk and equity price risk). The Group operates within clearly defined guidelines and
the Group’s policy is not to engage in speculative transactions.
(a) Credit Risk
134
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default
on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other
receivables as well as amount due from subsidiary companies. For other financial assets (including investment
securities, cash and bank balances), the Group minimises credit risk by dealing exclusively with high credit
rating counterparties.
Credit risk or risk of counterparts defaulting, is controlled by the application of credit approval limits and
monitoring procedures.
Exposure to credit risk
At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by the
carrying amount of each class of financial assets recognised in the statements of financial position.
Other than disclosed in the above, the Group and the Company do not have any significant exposure to any
individual customer or counterparty nor does it have any major concentration of credit risk related to any
financial instruments.
Information regarding trade and other receivables that are neither past due nor impaired and receivables that
are impaired as well as the ageing analysis of trade receivables are disclosed in Note 11.
(9109-K)
ANNUAL REPORT 2015
30 April 2015
41
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)
(b) Liquidity Risk
Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial obligations
due to shortage of funds.
The Group actively manages its operating cash flows and the availability of funding so as to ensure that all
repayment and funding needs are met.
The Group maintains sufficient levels of cash and the availability of funding so as to ensure that its working
capital requirements are met.
Analysis of undiscounted financial instruments by remaining contractual maturities
2015
Financial liabilities:
Group
Borrowings
Company
Other payables
(excluding financial guarantees)
On demand
or within
one year
RM’000
One to
five years
RM’000
Over five
years
RM’000
Total
RM’000
772,919
230,896
674
546,914
1,598
-
772,919
777,810
2,272
1,004,489
548,512
-
1,553,001
1,290
800,086
234
587
-
1,290
800,086
821
801,610
587
-
802,197
686,356
361,416
816
431,600
1,611
-
686,356
793,016
2,427
1,048,588
433,211
-
1,481,799
1,079
632,530
183
113,843
609
-
-
1,079
632,530
792
113,843
747,635
609
-
748,244
2014
Financial liabilities:
Group
Borrowings
Company
Other payables
(excluding financial guarantees)
(9109-K)
ANNUAL REPORT 2015
135
30 April 2015
41
(c) Market Risk
Market risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate
because of changes in market prices.
(i)
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s
financial instruments will fluctuate because of changes in market interest rates.
The Group’s primary interest rate risk is related to interest bearing assets and interest bearing borrowings.
The interest bearing assets are made up of deposits with licensed financial institutions and amounts due
from subsidiary companies. The Group manages the interest rate risk of its deposits with licensed financial
institutions by placing them at the most competitive interest rates obtainable, which yield better returns
than cash at bank by placing them as short term deposits and actively reviewing its portfolio of deposits.
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate
borrowings. The Group actively reviews its debt portfolio to mitigate the impact of interest risk. The Group
does not utilise interest swap contracts or other derivative instruments for trading or speculation purposes.
The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed
in their respective notes.
At the reporting date, the interest rate profile of the interest-bearing financial instruments is as follows:
Group
136
2015
RM’000
2014
RM’000
Company
2015
2014
RM’000
RM’000
Fixed rate instruments
Financial assets
376,627
697,012
352,333
622,452
22,600
597,581
5,200
496,821
Floating rate instruments
Financial assets
243,784
298,654
220,952
200,580
175,669
246,769
Fair value sensitivity analysis for fixed rate instruments
The Group does not measure any fixed rate instruments at fair value through profit or loss. Therefore, a
change in interest rates at the reporting date would not affect profit or loss.
Sensitivity analysis for floating rate instruments
A change of 25 basis points in interest rates at the reporting date would result in the profit before tax
of the Group and the Company to be lower/higher by RM609,000 (2014 : RM744,000) and RM501,000
(2014 : RM284,000) respectively, assuming that all other variables remaining constant.
(9109-K)
ANNUAL REPORT 2015
30 April 2015
41
(c) Market Risk (Cont’d)
(ii)
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates.
The Group predominantly operates in Malaysia even though it has a few overseas subsidiary companies.
The Group has limited exposure to foreign exchange risk as the transactional currencies are mostly in
the functional currencies of the respective operating entities other than exposure on the advances to a
subsidiary company that was treated as net investment in a foreign operation. The Group has minimal
currency transaction exposures. Such exposure mainly arises from intra group sales and purchases which
are eliminated at group level as well as cash and cash equivalents and certain receivables which are
denominated in foreign currency.
Sensitivity analysis for currency risk
The Group’s exposure to sensitivity of currency risk is insignificant as the transactional currencies are mostly
in the functional currencies of the respective operating entities.
(iii) Equity Price Risk
42
The Group is exposed to equity price risk arising from its investment in quoted equity instruments. The
quoted instruments in Malaysia are listed on Bursa Malaysia Securities Berhad and London Stock Exchange
and are classified as available-for-sale financial assets.
The Group manages its equity price risk arising from investment in quoted equity instruments by diversifying
and managing its portfolio in accordance with limits set by the Group.
Sensitivity analysis for equity price risk
At the reporting date, if the various stock indices had been 1% higher/lower, the Group’s available-forsale reserve would have been RM1,060,000 (2014 : RM879,000) higher/lower arising as a result of increase/
decrease in the fair value of instruments designated as available-for-sale, with all other variables held
constant.
CAPITAL MANAGEMENT
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and
healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years
ended 30 April 2015 and 30 April 2014.
(9109-K)
ANNUAL REPORT 2015
137
30 April 2015
42
CAPITAL MANAGEMENT (CONT’D)
The Group monitors capital using a gearing ratio, which is debt divided by net equity funds. The Group and the
Company include within debt, the borrowings and hire purchase payables. Net equity funds represents net equity
attributable to the owners of the parent. The gearing ratios as at 30 April 2015 and 30 April 2014 were as follows:
Group
Company
Note
2015
RM’000
Restated
2014
RM’000
21
23
22
495,000
200,000
2,012
400,000
333,725
2,141
731
113,414
687
Total debts
697,012
735,866
731
114,101
Net equity funds attributable
to the owners of the parent
684,497
628,506
5,707,585
6,140,293
1.02
1.17
Gearing ratio
2015
RM’000
2014
RM’000
-*
0.02
* The amount is insignificant.
The gearing ratio is not governed by the MFRS and its definition and calculation may vary from one Group/Company
to another.
43
SEGMENT INFORMATION
(a) Business Segments :
30 April 2015
Revenue
External sales
Inter-segment sales
Toto betting
and leasing
of lottery
equipment
RM’000
Motor
vehicle
dealership
RM’000
Others *
RM’000
3,355,461
-
1,891,923
-
40,972
3,357
Intersegment
RM’000
(3,357)
Consolidated
RM’000
5,288,356
5,288,356
Results
Segment results
Unallocated corporate expenses
551,459
Profit before other
income and expenses
Other income
Finance costs
Share of results of
associated companies
(738)
545,685
(19,687)
525,998
21,664
(154)
26,610
(45,340)
5,234
373,304
(11,694)
Profit for the year
Profit attributable to
owners of the Parent
(32,311)
534,012
(160,708)
Profit before tax
Taxation
138
27,275
(9109-K)
361,610
ANNUAL REPORT 2015
30 April 2015
43
SEGMENT INFORMATION (CONT’D)
(a) Business Segments : (Cont’d)
30 April 2015 (Cont’d)
Assets
Segment assets
Investment in equity method
of associated companies
Unallocated corporate assets
Toto betting
and leasing
of lottery
equipment
RM’000
Motor
vehicle
dealership
RM’000
Others *
RM’000
Intersegment
RM’000
1,937,063
680,992
357,621
(800,231)
2,249,698
387,625
460,700
236,105
(298,925)
785,505
708,626
1,494,131
Consolidated total liabilities
Other information
Capital expenditure
- Unallocated corporate expenses
2,175,445
18,797
55,456
Consolidated total assets
Liabilities
Segment liabilities
Unallocated corporate liabilities
Consolidated
RM’000
4,077
23,791
1,498
-
29,366
302
29,668
Depreciation and amortisation
26,225
10,864
4,838
(10,523)
31,404
1,159
32,563
Property, plant and
equipment write-off
2
-
-
-
2
2
Impairment loss
-
-
154
-
154
154
Other non-cash expenses
318
5,446
5,489
-
11,253
Toto betting
and leasing
of lottery
equipment
RM’000
Motor
vehicle
dealership
RM’000
Others *
RM’000
Intersegment
RM’000
Consolidated
RM’000
3,503,290
-
783,646
772
53,903
38,317
30 April 2014 (Restated)
Revenue
External sales
Inter-segment sales
(39,089)
4,340,839
4,340,839
(9109-K)
ANNUAL REPORT 2015
139
30 April 2015
43
(a) Business Segments : (Cont’d)
Toto betting
and leasing
of lottery
equipment
RM’000
Motor
vehicle
dealership
RM’000
Others *
RM’000
555,564
15,561
3,956
Intersegment
RM’000
Consolidated
RM’000
30 April 2014 (Restated) (Cont’d)
Results
Segment results
Profit before other
income and expenses
Other income
Finance costs
Share of results
Profit before tax
Taxation
Profit for the year
Profit attributable to
owners of the Parent
Assets
Segment assets
Investment in equity method
(20,459)
535,615
28,682
(34,854)
22,634
(41,692)
(663)
509,722
(166,026)
343,696
(14,990)
328,706
1,881,348
546,501
345,712
(659,722)
2,152,726
Liabilities
Segment liabilities
Unallocated corporate liabilities
Consolidated total liabilities
Other information
Capital expenditure
Depreciation and amortisation
Property, plant and
equipment write-off
432,914
357,370
218,653
(311,733)
697,204
751,887
1,449,091
43,471
1,593
4,263
(20,628)
28,699
943
29,642
28,318
5,423
4,565
(10,089)
28,217
1,102
29,319
1,094
-
-
-
1,094
3
1,097
-
-
-
-
-
2,138
640
739
-
3,517
Impairment loss
Other non-cash expenses
(9109-K)
2,113,839
10,751
28,136
Consolidated total assets
140
554,622
(19,007)
ANNUAL REPORT 2015
30 April 2015
43
(b) Geographical Segments:
Total Revenue From External Customers
Group
Malaysia
Others
2015
RM’000
2014
RM’000
3,241,593
2,046,763
3,384,520
956,319
5,288,356
4,340,839
Segment Assets
Group
Malaysia
Others
2015
RM’000
Restated
2014
RM’000
1,028,754
1,165,488
55,456
1,127,756
996,377
28,593
2,249,698
2,152,726
Capital Expenditure
Group
Malaysia
Others
2015
RM’000
2014
RM’000
4,579
24,787
302
23,488
5,211
943
29,668
29,642
Segment information is presented in respect of the Group’s business segments.
The geographical segmental information is prepared based on the locations of assets. The segment revenue
by geographical location of customers does not differ materially from the segment revenue by geographical
location of assets.
Unallocated corporate items refer to items relating to investing or financing activities and items that cannot be
reasonably allocated to individual segments.
Other non-cash expenses mainly include unrealised loss on foreign exchange, inventories written down,
provision for sales warranty, provision for retirement benefit obligations and allowance for doubtful debts.
Inter-segment transactions/items are eliminated on consolidation.
Capital expenditure consists of additions of property, plant and equipment only.
*
Other business segments include property investment and development and investment holding,
manufacture and distribution of computerised lottery and voting systems, operation of hotel as well as
operation of health and fitness centre, none of which are of a sufficient size to be reported separately.
(9109-K)
ANNUAL REPORT 2015
141
30 April 2015
44 ADJUSTMENT ARISING FROM FINALISATION OF INITIAL PROVISIONAL ACCOUNTING ESTIMATES AND EFFECTS ON
COMPARATIVES
In the previous financial year ended 30 April 2014, Berjaya Philippines Inc. (“BPI”), an indirect subsidiary company
acquired additional shares in H.R. Owen Plc (“HRO”) and as at 31 October 2013, BPI’s equity interests in HRO was
71.19% and regarded the consolidation of HRO as a business combination in line with MFRS 3: Business Combinations.
The Group had then undertaken a purchase price allocation exercise to identify and measure any identifiable
intangible assets arising from the acquisition. The goodwill on acquisition was then provisionally estimated in the
previous financial year at RM105.8 million and included in the statement of financial position. As permitted by MFRS
3: Business Combinations, the provisional goodwill estimated in the previous financial year was reviewed during the
financial year, and the final allocation of purchase price was determined after completion of a final analysis. The
identified intangible asset is now determined and identified as dealership rights and the fair value is determined at
RM52.5 million as at the date of acquisition and accordingly, the goodwill on acquisition has been revised to RM48.7
million. This revision is accounted for retrospectively.
As a result of the above, certain comparative amounts as at 30 April 2014 have been adjusted and disclosed below:
Note
Group
As at 30 April 2014
Statement of Financial Position
Intangible assets
- Dealership rights
- Goodwill on consolidation
Exchange reserve
Retained earnings
As
previously
reported
RM’000
Prior
year
adjustments
RM’000
As restated
RM’000
9
16
Statement of Comprehensive income
Item that may be reclassified
- Effects of foreign exchange differences
751,791
19,704
439,330
79,106
56,752
(54,494)
6,379
(144)
(3,977)
56,752
697,297
26,083
439,186
75,129
5,520
6,857
12,377
Total comprehensive income attributable to:
343,669
14,620
6,379
478
350,048
15,098
Note F Analysis of the effects of the acquisition of
subsidiary company on cash flows is as follows:
- Net other assets acquired
- Dealership rights on consolidation
- Goodwill on consolidation
18,341
(22,210)
105,819
145
4,455
52,529
(57,129)
18,486
(17,755)
52,529
48,690
The aforesaid adjustments do not have any effect on the Group’s statement of profit or loss and the Company’s
financial statements for the financial year ended 30 April 2014.
45
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(i)
142
On 12 May 2014, the Company jointly announced with its ultimate holding company, Berjaya Corporation Berhad
on the commencement of negotiations on business cooperation contract in relation to the establishment of
a computerized lottery system in Vietnam. The Vietnam Lottery Business would be undertaken via Berjaya Gia
Thinh Investment Technology Company Limited (“Berjaya GTI”), a company incorporated in Vietnam. Berjaya
GTI is 51% owned by Berjaya Lottery Vietnam Limited (“BLV”), a company incorporated in Labuan. BLV is in turn
80% owned by Berjaya Corporation Berhad and 20% owned by the Company.
(9109-K)
ANNUAL REPORT 2015
30 April 2015
45
46
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONT’D)
(ii)
In the previous financial year, the Company announced that International Lottery & Totalizator Systems, Inc.
(“ILTS California”), a 71.32% wholly-owned subsidiary of Berjaya Lottery Management (HK) Limited (“BLM”),
which in turn a wholly-owned subsidiary company of the Company had filed Form 8-K pursuant to the United
States Securities Exchange Act of 1934, as amended (“the Act”) that ILTS California would merge with its present
100% wholly-owned subsidiary, Delaware International Lottery & Totalizator Systems, Inc. (“ILTS DE”).
With effect from 30 December 2014, ILTS California had merged with and into ILTS DE and ILTS DE as the surviving
corporation had changed its name to International Lottery & Totalizator Systems, Inc. (“ILTS”). Following the merger, ILTS implemented a reverse stock split of ILTS common stock effective 31 December 2014 such that
BLM became the sole shareholder of ILTS. On 2 January 2015, ILTS (successor to ILTS California) filed a Form 15
with the United States Securities and Exchange Commission, pursuant to which ILTS terminated its registration
and reporting obligations under the Act. ILTS is now a wholly-owned subsidiary of the Company via BLM and its
shares have ceased to be traded on the Over-The-Counter Markets.
SUBSEQUENT EVENT AFTER THE FINANCIAL YEAR
On 17 August 2015, the Company announced that its subsidiary company namely BPI, listed on the Philippine
Stock Exchange (“PSE”) had on even date released an announcement to PSE that its wholly-owned subsidiary
company, Philippine Gaming Management Corporation, had entered into a Supplemental and Status Quo
Agreement with the Philippine Charity Sweepstakes Office (“PCSO”) on 13 August 2015 for maintaining the
status quo of PGMC’s leasing of online lottery equipment and provision of software support ot PCSO for a period of
three years from 22 August 2015 until 21 August 2018.
47COMPARATIVES
Certain comparative figures other than those disclosed in Note 44 have been adjusted and reclassified to conform
with current year’s presentation.
Note
Group
Statement of Financial Position
Receivables
- Other receivables
- Refundable deposits
- Prepayments
Cash flow from financial activities
- Placements in banks as
security pledged for borrowings
Cash and cash equivalents as at 30 April 2014
As
previously
reported
RM’000
Reclassification
RM’000
As restated
RM’000
11
122,683
2,072
44,870
7,880
4,658
(12,538)
489,778
(208)
(208)
(9109-K)
130,563
6,730
32,332
(208)
489,570
ANNUAL REPORT 2015
143
30 April 2015
48
SUPPLEMENTARY INFORMATION - BREAKDOWN OF RETAINED EARNINGS INTO REALISED AND UNREALISED
The breakdown of the retained earnings of the Group and of the Company into realised and unrealised
earnings/(losses), is as follows:
Group
RM’000
Company
RM’000
As at 30 April 2015
Total retained earnings
- Realised
- Unrealised
731,433
49,056
201,255
5,395,939
780,489
(836)
5,597,194
-
779,653
(302,234)
5,597,194
-
Total retained earnings as per financial statements
477,419
5,597,194
As at 30 April 2014 (Restated)
Total retained earnings
- Realised
- Unrealised
682,072
47,651
621,212
5,395,838
729,723
(6,070)
6,017,050
-
723,653
(284,467)
6,017,050
-
439,186
6,017,050
Less: Consolidation adjustments
Less: Consolidation adjustments
Total retained earnings as per financial statements
The determination of realised and unrealised profits is based on the Guidance of Special Matter No.1, Determination
of Realised and Unrealised Profits or Losses in the context of Disclosure Pursuant to Bursa Malaysia Securities Berhad
Listing Requirements, issued by the Malaysian Institute of Accountants.
144
(9109-K)
ANNUAL REPORT 2015
LIST OF MAJOR PROPERTIES
For the Financial Year Ended 30 April 2015
Location
Tenure
Date of
Age of
Acquisition Building
Size
Fair
Value
Net
Book
Value
RM’000
RM’000
3,100
N/A
65,256
N/A
1 unit of 3-storey
shophouse for rental
3,800
N/A
2,350
N/A
N/A
3,480
Description/
Existing Use
Lot 174 TS 18
North East District,
Penang
(74, 76 & 78 Rope Walk,
Penang)
Freehold
30.08.1990
75 yrs
4,826
sq. ft.
3 units of 2-storey
shophouse for rental
11th Floor
No. 1, Jalan Imbi
55100 Kuala Lumpur
Freehold
06.01.1998
12 yrs
104,844
sq. ft.
24, Jalan SS2/66, 47300 Petaling Jaya
Selangor Darul Ehsan
Freehold
14.01.1995
43 yrs
5,040
sq. ft.
H.S. (D) 10222,
P.T. No. 10961
Bentung
Pahang Darul Makmur
Leasehold
99 years
expiring on
4 May 2094
23.12.1999
-
119,845
sq. ft.
Vacant land
12, Jalan 4/91A, Shamelin Perkasa,
56100 Kuala
Lumpur
Leasehold
81 years
expiring on
11 Sept 2082
18.06.2007
20 yrs
11,950
sq. ft.
1 unit of 3-storey semi
detached factory lot logistic, field support
and central sales office
No. 25, Jalan 11/48A,
Sentul Raya Boulevard
Off Jalan Sentul, Sentul
51000 Kuala Lumpur
Freehold
16.08.2010
19 yrs
10,080
sq. ft.
1 unit of 6-storey
shopoffice - Ground
floor vacant and
5 floors for rental
5,500
N/A
F130, 1st Floor,
Sungei Wang Plaza,
Jalan Bukit Bintang,
55100 Kuala Lumpur
Freehold
24.08.2011
38 yrs
645.83
sq. ft.
1 unit of retail shoplot
for rental
7,100
N/A
7835 Makati Avenue
corner, Eduque Street
Makati City, Philippines
1209 Freehold
4.12.2009
14 yrs
586
sq. m
Hotel - 223 guest rooms
N/A
52,083
No. 26, Jalan 14/48A, Sentul Raya Boulevard
Off Jalan Sentul, Sentul
51000 Kuala Lumpur
Freehold
10.05.2012
19 yrs
8,250
sq. ft.
1 unit of 5-storey
shopoffice for rental
4,200
N/A
The Ranges,
Shepperton,
Surrey, United Kingdom
Freehold
05.03.2015
-
69
acres
Vacant land
N/A
7,147
One floor of office
space of an
integrated commercial
development for rental
N/A - Denotes Not Applicable
MATERIAL CONTRACTS
Other than as disclosed in Notes 28, 37, 38 and 45 of the financial statements for the financial year ended 30 April 2015,
neither Berjaya Sports Toto Berhad nor any of its subsidiaries has entered into any material contracts involving Directors and
major shareholders.
ADDITIONAL INFORMATION
The amount of non-audit fees incurred for services rendered to the Group by the Company’s auditors, or a firm affiliated
to the auditors’ firm, for the financial year ended 30 April 2015 amounted to RM110,000 (2014 : RM111,000).
(9109-K)
ANNUAL REPORT 2015
145
RECURRENT RELATED PARTY TRANSACTIONS
of a Revenue or Trading Nature for the financial year ended 30 April 2015
The aggregate value of transactions conducted pursuant to shareholders’ mandate were as follows :
Related parties
Nature of transactions
Name of companies
Amount
transacted
during the
financial year
(RM’000)
Berjaya Corporation Berhad and its unlisted subsidiary companies :
Management fees for services
rendered that include, inter-alia,
the provision of finance, secretarial
and general administrative services
720
Berjaya Education Sdn Bhd
Receipt of education and staff
training services
Berjaya Sports Toto Berhad Group
177
Berjaya Registration Services
Sdn Bhd
Receipt of share registration
services
486
Berjaya Higher Education Sdn
Bhd
Rental income for renting of office
at part of Level 11,
Ambilan Imej Sdn Bhd
Rental for renting of office at part
of Level 12, Berjaya Times Square
Berjaya Sports Toto Berhad Inter-Pacific Trading Sdn Bhd
Purchase of stationery products
89
Graphic Press Group Sdn Bhd
Procurement of Toto betting slips
and other printing services
14,966
Stephens Properties Sdn Bhd
Rental for renting of storage space Berjaya Sports Toto Berhad
Changan Berjaya Auto Sdn Bhd
Purchase of motor vehicles,
component parts and other
related products and services
67
Kimia Suchi Marketing Sdn Bhd
Purchase of cleaning chemical
products and toiletries
10
Prime Credit Leasing Sdn Bhd
Receipt of leasing and hire
purchase facilities
617
3,468
(2,342)
2,475
4
Berjaya Land Berhad and/or its unlisted subsidiary companies
146
Berjaya Guard Services Sdn Bhd
Receipt of security guard services
Berjaya Langkawi Beach Resort
Sdn Bhd
Rental for renting of villa at
Berjaya Langkawi Resort
Rental income for renting of
restaurant at Pulau Langkawi
FEAB Properties Sdn Bhd Nada Embun Sdn Bhd
Rental for renting of office
at part of Level 13,
1,814
Nural Enterprise Sdn Bhd
Rental for renting of apartments
at Podium Block, Plaza Berjaya
88
Berjaya Air Sdn Bhd
Dry lease charges for aircraft
leasing facilities
1,500
Berjaya Jet Charter Sdn Bhd
Charter fees for aircraft leasing
facilities
5,916
(9109-K)
ANNUAL REPORT 2015
180
(108)
RECURRENT RELATED PARTY TRANSACTIONS
of a Revenue or Trading Nature for the financial year ended 30 April 2015
Related parties
Nature of transactions
Amount
transacted
during the
financial year
(RM’000)
Name of companies
Berjaya Assets Berhad and/or its unlisted subsidiary companies
Natural Avenue Sdn Bhd
Supply of computerised lottery
systems and related services
Systems, Inc.
(500)
BTS Car Park Sdn Bhd
Parking charges payable for
leasing of parking bays
355
1,342
132
Qinetics Services Sdn Bhd
Purchase of hardware, software,
networking equipment,
procurement of information
technology consultancy, website
and software development
maintenance and management
services
1,540
Ascot Sports Sdn Bhd
Rental for renting of office
at part of Lot 10-01, Level 10,
Sports Toto Computer Sdn Bhd
U Mobile Sdn Bhd
Rental income from renting of
office at part of Level 11,
Roda Indah Sdn Bhd
115
Berjaya Credit Sdn Bhd
(F.K.A. Biofield Sdn Bhd)
Rental for renting of shoplot at
Level 6, Berjaya Times Square
442
GPS Tech Solutions Sdn Bhd
Procurement of remote
surveillance services
Berjaya Media Berhad and/or its unlisted subsidiary companies
Sun Media Corporation Sdn Bhd
Procurement of promotion,
advertising and publishing
services
Berjaya Auto Berhad and/or its unlisted subsidiary companies
Bermaz Motor Trading Sdn Bhd
Other related parties
(9109-K)
250
(1,286)
12
ANNUAL REPORT 2015
147
STATEMENT OF DIRECTORS’ SHAREHOLDINGS
as at 18 August 2015
THE COMPANY
Cheah Tek Kuang
Chan Kien Sing
Seow Swee Pin
Direct
Interest
%
-
-
1,000,000
0.07
Deemed
Interest
39,995*
%
0.00
-
-
3,585
0.00
407,937
0.03
169,519*
-
0.01
-
7,844*
0.00
92,092
0.01
122,790
0.01
-
-
13,200
0.00
-
-
HOLDING COMPANY
BERJAYA LAND BERHAD
Direct
Interest
%
Deemed
Interest
%
600,000
0.01
56,600,000
1.13
160,000
0.00
360,808
0.01
4,000*
0.00
-
-
ULTIMATE HOLDING COMPANY
BERJAYA CORPORATION BERHAD (“BCorp”)
Direct
Interest
%
Deemed
Interest
%
2,222,847
0.05
599,416,995
14.44
47,688
0.00
217,388
0.01
1,020,548
0.02
5,000*
Chan Kien Sing
0.00
143,300*
0.00
-
-
Number of 0% Irredeemable Convertible Unsecured
Loan Stocks 2005/2015 of RM0.50 nominal value each
148
(9109-K)
ANNUAL REPORT 2015
Direct
Interest
%
Deemed
Interest
%
-
-
12,401,200
2.14
741
0.00
-
-
STATEMENT OF DIRECTORS’ SHAREHOLDINGS
ULTIMATE HOLDING COMPANY
BERJAYA CORPORATION BERHAD (CONT’D)
Number of 5% Irredeemable Convertible Unsecured
Loan Stocks 2012/2022 of RM1.00 nominal value each
Direct
Interest
%
Deemed
Interest
%
2,620,500
0.38
87,029,000
12.51
1,000*
Chan Kien Sing
10,000
0.00
40,000
0.01
2,516,508
0.36
0.00
-
-
25,200*
0.00
-
-
Number of Warrants
Direct
Interest
%
Deemed
Interest
%
2,620,500
0.37
87,029,000
12.43
1,000*
Chan Kien Sing
10,000
0.00
40,000
0.01
170,108
0.02
0.00
-
-
25,200*
0.00
-
-
RELATED COMPANY
BERJAYA FOOD BERHAD
Direct
Interest
%
Deemed
Interest
%
2,089,300
0.56
-
-
RELATED COMPANY
REDTONE INTERNATIONAL BERHAD (“Redtone”) #
Direct
Interest
%
-
-
Deemed
Interest
%
50,000*
0.01
Number of Irredeemable Convertible Unsecured
Loan Stocks 2010/2020 of RM0.10 each
*
#
Direct
Interest
%
-
-
Deemed
Interest
50,000*
%
0.02
Indirect interests held pursuant to Section 134(12)(c) of the Companies Act, 1965.
Redtone became a subsidiary of BCorp Group on 8 May 2015.
Save as disclosed, none of the Directors of the Company had any interests in the shares and debentures of the Company
or its related corporations as at 18 August 2015.
(9109-K)
ANNUAL REPORT 2015
149
STATISTICS ON SHAREHOLDINGS
ANALYSIS OF SHAREHOLDINGS
NO. OF
SHAREHOLDERS
SIZE OF SHAREHOLDINGS
%
NO. OF SHARES
%
less than 100
3,097
7.50
123,927
0.01
100 - 1,000
3,639
8.81
1,772,451
0.13
27,539
66.67
85,703,745
6.38
6,320
15.30
154,055,165
11.48
1,001 - 10,000
10,001 - 100,000
100,001 - 67,117,824
711
1.72
916,665,411
68.29
1
0.00
184,035,801
13.71
41,307
100.00
1,342,356,500
100.00
67,117,825* and above
Total
Note: There is only one class of shares in the paid-up capital of the Company. Each share entitles the holder to one vote. * Denote 5% of the total number of shares with voting rights in issue.
LIST OF THIRTY (30) LARGEST SHAREHOLDERS
No.
150
NAME OF SHAREHOLDERS
NO. OF SHARES
%
184,035,801
13.71
1
Amsec Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Gateway Benefit Sdn Bhd
2
UOB Kay Hian Nominees (Tempatan) Sdn Bhd
Exempt An For UOB Kay Hian Pte Ltd (A/C Clients)
45,452,110
3.39
3
CIMB Group Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Berjaya Land Berhad (G-CBDT4-RC2)
35,068,051
2.61
4
Malaysia Nominees (Tempatan) Sendirian Berhad
Great Eastern Life Assurance (Malaysia) Berhad (Par 1)
30,395,034
2.26
5
Maybank Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Bizurai Bijak (M) Sdn Bhd (51408457522A)
30,005,093
2.24
6
Citigroup Nominees (Tempatan) Sdn Bhd
Exempt An For AIA Bhd.
29,711,788
2.21
7
Pledged Securities Account For Berjaya Land Berhad (01-00808-018)
28,200,000
2.10
8
Cartaban Nominees (Asing) Sdn Bhd
Exempt An For State Street Bank & Trust Company (West CLT OD67)
22,698,340
1.69
9
Scotia Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Gateway Benefit Sdn Bhd
22,530,233
1.68
10
Bizurai Bijak (M) Sdn Bhd
20,859,954
1.55
11
Pledged Securities Account For Berjaya Land Berhad
19,906,976
1.48
12
Pledged Securities Account For B.L. Capital Sdn Bhd (01-00808-016)
18,527,500
1.38
(9109-K)
ANNUAL REPORT 2015
LIST OF THIRTY (30) LARGEST SHAREHOLDERS (CONT’D)
No.
NAME OF SHAREHOLDERS
NO. OF SHARES
%
13
Berjaya Land Berhad
16,163,770
1.20
14
HSBC Nominees (Asing) Sdn Bhd
BBH And Co Boston For Vanguard Emerging Markets Stock Index Fund
16,096,755
1.20
15
Pledged Securities Account For B.L.Capital Sdn Bhd
15,359,922
1.14
16
Pledged Securities Account - Ambank (M) Berhad For Berjaya Land Berhad
14,400,000
1.07
17
Pledged Securities Account For Berjaya Land Berhad
12,453,745
0.93
18
HSBC Nominees (Asing) Sdn Bhd
Exempt An For JPMorgan Chase Bank, National Association (U.S.A.)
11,965,176
0.89
19
Pledged Securities Account For Gateway Benefit Sdn Bhd (01-00808-017)
11,372,500
0.85
20
Alliancegroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Bizurai Bijak (M) Sdn Bhd (8081042)
11,173,110
0.83
21
ABB Nominee (Tempatan) Sdn Bhd
Pledged Securities Account For Berjaya Land Berhad (RC Facility)
10,425,581
0.78
22
RHB Capital Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Berjaya Land Bhd (681124)
10,284,496
0.77
23
Pledged Securities Account For Gateway Benefit Sdn Bhd (BLB RC2-CB4)
10,243,927
0.76
24
Cartaban Nominees (Asing) Sdn Bhd
GIC Private Limited For Government Of Singapore (C)
9,887,256
0.74
25
Pledged Securities Account For Berjaya Land Berhad (CB4-RC3 )
8,963,720
0.67
26
RHB Nominees (Tempatan) Sdn Bhd
Bank Of China (Malaysia) Berhad Pledged Securities Account
For Gateway Benefit Sdn. Bhd.
8,662,790
0.65
27
ABB Nominee (Tempatan) Sdn Bhd
Pledged Securities Account For Gateway Benefit Sdn Bhd (GBSB RC1/RC2)
8,638,421
0.64
28
RHB Capital Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Gateway Benefit Sdn Bhd (BLand 681123)
8,390,180
0.63
29
Pledged Securities Account For Gateway Benefit Sdn Bhd (BLB RC3-CB4)
8,173,488
0.61
30
Pledged Securities Account For Gateway Benefit Sdn Bhd (CBDT4-RC2)
7,931,949
0.59
687,977,666
51.25
(9109-K)
ANNUAL REPORT 2015
151
LIST OF SUBSTANTIAL SHAREHOLDERS
No. of Shares
Names of Substantial Shareholder
Direct
%
Indirect
%
Gateway Benefit Sdn Bhd
310,000,945
23.09
-
-
Berjaya Land Berhad
193,392,919
14.41
356,757,358(a)
26.58
-
-
550,150,277(b)
40.98
-
-
557,801,437(c)
41.55
79,400,000
5.91
6,651,160(d)
0.49
Teras Mewah Sdn Bhd
Juara Sejati Sdn Bhd
Bizurai Bijak (M) Sdn Bhd
Berjaya Group Berhad
15,162,790
1.13
637,201,437(e)
47.47
28,377,706
2.11
652,364,227(f)
48.60
Tan Sri Dato’ Seri Vincent Tan Chee Yioun
10,232,554
0.76
690,356,016(g)
51.43
Notes:
(a) Deemed interested by virtue of its 100% interests in Gateway Benefit Sdn Bhd, Immediate Capital Sdn Bhd and B.L.
Capital Sdn Bhd.
(b) Deemed interested by virtue of its interest in Berjaya Land Berhad.
(c)
Deemed interested by virtue of its interests in Berjaya Land Berhad, Berjaya Capital Berhad and Berjaya Assets
Berhad.
(d) Deemed interested by virtue of its interest in Inter-Pacific Securities Sdn Bhd.
(e)
Deemed interested by virtue of its 100% interests in Bizurai Bijak (M) Sdn Bhd, Teras Mewah Sdn Bhd and Juara Sejati
Sdn Bhd and its interest in Berjaya Assets Berhad, the holding company of Sublime Cartel Sdn Bhd.
(f)
Deemed interested by virtue of its 100% interest in Berjaya Group Berhad and its deemed interest in Berjaya Assets
Berhad, the holding company of Sublime Cartel Sdn Bhd.
(g) Deemed interested by virtue of his interests in Berjaya Corporation Berhad, B & B Enterprise Sdn Bhd and Berjaya
VTCY Sdn Bhd, his interest in Berjaya Assets Berhad, the holding company of Sublime Cartel Sdn Bhd and his deemed
interests in Premier Merchandise Sdn Bhd and Berjaya Retail Berhad.
152
(9109-K)
ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Berjaya Sports Toto Berhad will be held at Perdana Ballroom,
Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur on Thursday, 15 October 2015 at 10.00 a.m.
for the following purposes:AGENDA
1.
To receive and adopt the audited financial statements of the Company for the financial
year ended 30 April 2015 and the Directors’ and Auditors’ Reports thereon.
(Please refer to
Explanatory Note A)
2.
To approve the payment of Directors’ Fees amounting to RM135,000.00 for the financial
Resolution 1
3.
To re-elect the following Directors retiring pursuant to Article 98(A) of the Company’s
Articles of Association:a) Cheah Tek Kuang
b) Freddie Pang Hock Cheng
Resolution 2
Resolution 3
4.
To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their
remuneration.
Resolution 4
5.
As special business:To consider and, if thought fit, pass the following Ordinary Resolutions:(i) Authority to Issue and Allot Shares Pursuant to Section 132D of the Companies Act,
1965
“THAT, subject always to the Companies Act, 1965, the Articles of Association
of the Company and the approvals of the relevant governmental/regulatory
authorities, the Directors be and are hereby empowered, pursuant to Section 132D
of the Companies Act, 1965, to issue and allot shares in the Company from time to
time and upon such terms and conditions and for such purposes as the Directors
may deem fit provided that the aggregate number of shares issued pursuant to
this resolution does not exceed 10% of the issued share capital of the Company
for the time being and that such authority shall continue to be in force until the
conclusion of the next Annual General Meeting of the Company.”
(ii) Proposed Renewal of and New Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature
Resolution 5
Resolution 6
“THAT, subject to the provisions of the Bursa Malaysia Securities Berhad’s Main
Market Listing Requirements, approval be and is hereby given for the Company
and its subsidiary companies, to enter into recurrent related party transactions
of a revenue or trading nature with the related parties as specified in Section 2.3
of the Circular/Statement to Shareholders dated 22 September 2015 (“Proposed
Mandate”) which are necessary for the day-to-day operations and/or in the
ordinary course of business of the Company and its subsidiary companies on terms
not more favourable to the related parties than those generally available to the
public and are not detrimental to the minority shareholders of the Company and
that such approval shall continue to be in force until:-
(9109-K)
ANNUAL REPORT 2015
153
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company
following the AGM at which such ordinary resolution for the Proposed Mandate
will be passed, at which time it will lapse, unless by ordinary resolution passed
at that general meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM after the date it is
required to be held pursuant to Section 143 (1) of the Companies Act, 1965
(but shall not extend to such extension as may be allowed pursuant to Section
143 (2) of the Companies Act, 1965); or
(iii) revoked or varied by ordinary resolution passed by the shareholders of the
Company in a general meeting;
whichever is the earlier;
AND FURTHER THAT authority be and is hereby given to the Directors of the
Company and its subsidiary companies to complete and do all such acts and
things (including executing such documents as may be required) to give effect
to such transactions as authorised by this Ordinary Resolution.”
(iii) Proposed Renewal of Authority for the Company to Purchase Its Own Shares
“THAT, subject always to the Companies Act, 1965, (“Act”), rules, regulations and
orders made pursuant to the Act, provisions of the Company’s Memorandum and
Articles of Association and Bursa Malaysia Securities Berhad (“Exchange”) Main
Market Listing Requirements and any other relevant authority, the Directors of the
Company be and are hereby authorised to purchase such number of ordinary
shares of RM0.10 each in the Company (“BToto Shares”) through the Exchange and
to take all such steps as are necessary (including the opening and maintaining of
a central depositories account under the Securities Industry (Central Depositories)
Act, 1991) and enter into any agreements, arrangements and guarantees with any
party or parties to implement, finalise and give full effect to the aforesaid purchase
with full powers to assent to any conditions, modifications, revaluations, variations
and/or amendments (if any) as may be imposed by the relevant authorities from
time to time and to do all such acts and things in the best interests of the Company,
subject further to the following:1. the maximum number of ordinary shares which may be purchased and held
by the Company shall be equivalent to ten per centum (10%) of the total
issued and paid-up share capital of the Company;
2. the maximum funds to be allocated by the Company for the purpose of
purchasing the ordinary shares shall not exceed the total retained profits or
share premium reserve of the Company or both;
154
(9109-K)
ANNUAL REPORT 2015
Resolution 7
3. the authority shall commence immediately upon passing of this ordinary
resolution until:(a) the conclusion of the next Annual General Meeting (“AGM”) of the
Company following the AGM at which such resolution was passed, at
which time it will lapse unless by ordinary resolution passed at that general
meeting, the authority is renewed, either unconditionally or subject to
conditions; or
(b) the expiration of the period within which the next AGM after that date it
is required by law to be held; or
(c) revoked or varied by ordinary resolution passed by the shareholders of
the Company in a general meeting;
whichever occurs first;
AND THAT upon completion of the purchase(s) of the BToto Shares or any part
thereof by the Company, the Directors of the Company be and are hereby
authorised to deal with any BToto Shares so purchased by the Company in the
following manner:(a) cancel all the BToto Shares so purchased; or
(b) retain all the BToto Shares as treasury shares for future re-sale or for distribution
as dividends to the shareholders of the Company; or
(c) retain part thereof as treasury shares and subsequently cancelling the balance;
or
(d) in any other manner as prescribed by the Act, rules, regulations and orders
made pursuant to the Act and the requirements of the Exchange and any
other relevant authority for the time being in force.”
By Order of the Board
THAM LAI HENG, MICHELLE
Secretary
Kuala Lumpur
22 September 2015
(9109-K)
ANNUAL REPORT 2015
155
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint one (1) proxy only to attend and vote in
his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification
of the proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories)
Act 1991 may appoint one (1) proxy in respect of each securities account.
3. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991 and holding shares in the Company for multiple beneficial owners in one securities account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in
respect of each omnibus account it holds.
4. The instrument appointing a proxy, shall be in writing under the hand of the appointor or of his attorney duly authorised
in writing, and in the case of a corporation, it must be executed either under its common seal, if any, and, if none, then
under the hand of some officer duly authorised in that behalf.
5. The instrument appointing a proxy must be deposited at the Company’s Registered Office, Lot 13-01A, Level 13 (East
Wing), Berjaya Times Square, No.1 Jalan Imbi, 55100 Kuala Lumpur not less than forty-eight (48) hours before the time
appointed for holding the meeting or at any adjournment thereof.
6. Depositors whose names appear in the Record of Depositors as at 7 October 2015 shall be regarded as members of
the Company entitled to attend the Annual General Meeting or appoint proxies to attend and vote on their behalf.
EXPLANATORY NOTE A
The Audited Financial Statements are for discussion only under item 1 of the Agenda, as it does not require shareholders’
approval under the provisions of Section 169(1) and (3) of the Companies Act, 1965. Hence it will not be put forward for voting.
EXPLANATORY NOTES ON SPECIAL BUSINESS
(i) Resolution 5 is proposed for the purpose of granting a renewed general mandate (“General Mandate”) and
empowering the Directors of the Company, pursuant to Section 132D of the Companies Act, 1965, to issue and allot
new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the
General Mandate does not exceed 10% of the issued and paid-up share capital of the Company for the time being.
The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of
the next Annual General Meeting of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the
Directors at the last Annual General Meeting held on 20 October 2014 and which will lapse at the conclusion of the
Annual General Meeting.
The General Mandate will provide flexibility to the Company for any possible fund raising activities, including but not
limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.
(ii) Resolution 6 if passed, will allow the Company and its subsidiaries to enter into Recurrent Related Party Transactions in
accordance with paragraph 10.09 of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements. Detailed
information on Resolution 6 is set out under Part A of the Circular/Statement to Shareholders dated 22 September 2015
which is despatched together with the Company’s 2015 Annual Report.
(iii) Resolution 7 if passed, will provide the mandate for the Company to buy back its own shares up to a limit of 10% of
the issued and paid-up share capital of the Company. Detailed information on Resolution 7 is set out under Part B of
the Circular/Statement to Shareholders dated 22 September 2015 which is despatched together with the Company’s
2015 Annual Report.
156
(9109-K)
ANNUAL REPORT 2015
Form of Proxy
I/We
(Company No. 9109-K)
_____________________________________________________________________________________________________________
(Name in full)
I.C. or Company No. ______________________________________________ CDS Account No. ________________________________
(New and Old I.C. Nos. or Company No)
of __________________________________________________________________________________________________________________
(Address)
being a member/members of BERJAYA SPORTS TOTO BERHAD hereby appoint:
_____________________________________________________________________ I/C No. ________________________________________
(Name in full)
(New and Old I.C. Nos.)
of __________________________________________________________________________________________________________________
(Address)
or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf, at the Annual General
Meeting of the Company to be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000
Kuala Lumpur on Thursday, 15 October 2015 at 10.00 a.m. or any adjournment thereof.
This proxy is to vote on the Resolutions set out in the Notice of the Meeting as indicated with an “X” in the appropriate
spaces. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.
FOR
RESOLUTION 1
- To approve payment of Directors’ Fees
RESOLUTION 2
- To re-elect Cheah Tek Kuang as Director
RESOLUTION 3
- To re-elect Freddie Pang Hock Cheng as Director
RESOLUTION 4
- To re-appoint Auditors
RESOLUTION 5
- To approve authority to issue and allot shares
RESOLUTION 6
- To renew and to seek shareholders’ mandate for Recurrent Related
Party Transactions
RESOLUTION 7
- To approve the renewal of authority for the Company to purchase its
own shares
AGAINST
No. of shares held
_______________________________
Signature of Shareholder(s)
Signed this_________________day of____________________, 2015
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint one (1) proxy only to attend and vote in his stead. A proxy
may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy and the provisions
of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company.
2.
A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991
may appoint one (1) proxy in respect of each securities account.
3.
Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories)
Act 1991 and holding shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is
no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
4.
The instrument appointing a proxy, shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, and
in the case of a corporation, it must be executed either under its common seal, if any, and, if none, then under the hand of some
officer duly authorised in that behalf.
5.
The instrument appointing a proxy must be deposited at the Company’s Registered Office, Lot 13-01A, Level 13 (East Wing), Berjaya
Times Square, No. 1, Jalan Imbi, 55100 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the
meeting or at any adjournment thereof.
6.
Depositors whose names appear in the Record of Depositors as at 7 October 2015 shall be regarded as members of the Company
entitled to attend the Annual General Meeting or appoint proxies to attend and vote on their behalf.
Fold this flap for sealing
Affix
Stamp
THE COMPANY SECRETARY
Lot 13-01A, LEVEL 13 (EAST WING)
BERJAYA TIMES SQUARE
NO. 1, JALAN IMBI
55100 KUALA LUMPUR
2nd fold here
1st fold here
GROUP ADDRESSES
Lot 13-01, Level 13 (East Wing)
No. 1 Jalan Imbi
55100 Kuala Lumpur
Tel
: 03-2148 9888
Fax : 03-2141 9581
Email : webmaster@sportstoto.com.my
www.sportstoto.com.my
Berjaya Lottery Management (HK) Limited
Level 54, Hopewell Centre
183 Queen’s Road East, Hong Kong
Tel
: 852-2980 1888
Fax : 852-2956 2192
International Lottery & Totalizator Systems, Inc.
2310 Cousteau Court
Vista (San Diego)
California 92081-8346
U.S.A.
Tel
: 1 (760) 598 1655
Fax : 1 (760) 598 0219
Email : mktg@ilts.com
www.ilts.com
Philippine Gaming Management Corporation
9th Floor, Rufino Pacific Tower
6784 Ayala Ave., cor V.A. Rufino Street, Makati City
Metro Manila, Philippines
Tel
: 632-811 0668
Fax : 632-811 2293
www.berjaya.com.ph
H.R. Owen Plc
Melton Court
25-27 Old Brompton Road
London SW7 3TD
Tel
: 020-7245 1122
www.hrowen.co.uk
The Company Secretary
Lot 13-01A, Level 13 (East Wing)
No. 1 Jalan Imbi
55100 Kuala Lumpur
Tel
: 03-2149 1999
Fax : 03-2143 1685
www.berjaya.com

annual report 2015 - Berjaya Corporation Berhad

Transcription

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